Common use of Security Documents Clause in Contracts

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents and the Group Intercreditor Deed. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may be.

Security Documents. (a) The due and punctual payment of the principal of and premiumof, premium on, if any, interest and Additional Amounts, if any, on on, the Notes and the Note Notes Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and of, premium on, if any, interest and Additional Amounts Amounts, if any (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, Guarantees and performance of all other monetary obligations of the Issuer and Issuers or the Guarantors to the Holders of Notes or Holders, the Trustee and the Security Agent (as applicable) under this Indenture, the Notes or and the Note Guarantees, Notes Guarantees according to the terms hereunder or thereunder, are shall be secured by security interests, as provided in the Security Documents Intercreditor Agreement, any Additional Intercreditor Agreement and the Group Intercreditor DeedSecurity Documents, granted in the Collateral. Each Holder, by its acceptance thereof, of a Note consents and agrees to the terms of the Intercreditor Agreement, any Additional Intercreditor Agreement, and the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Liens and authorizing the Group Intercreditor Deed Security Agent to enter into any Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and directs the Trustee and the Security Trustee Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer Subject to the Agreed Security Principles, the Issuers will deliver to the Trustee copies of all documents delivered to the Security Trustee Agent pursuant to the Security Documents Documents, and the Group Intercreditor Deed (Issuers and the Guarantors will, and the Issuers will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as applicable). Each may be reasonably necessary or proper, or as may be required by the provisions of the CompanySecurity Documents, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes and the Guarantees secured thereby, according to the intent and purposes herein expressed. Subject to the Agreed Security Principles, the Issuer Intercreditor Agreement and any Additional Intercreditor Agreement, the Issuers and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations obligations of the Issuer and the Guarantors Issuers hereunder, a valid and enforceable perfected first priority Lien in and on all the relevant Collateral ranking in favor right and priority of payment as set forth in this Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture, the Intercreditor Agreement and Additional Intercreditor Agreement. Neither the Trustee nor the Security Agent nor any of their respective officers, directors, employees, attorneys or agents will be responsible or liable for the existence, genuineness, value or protection of any property securing the Notes, for the legality, enforceability, effectiveness or sufficiency of the Trustee Security Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Trustee, as the case may beDocuments or any delay in doing so.

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

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees Securities when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, Securities and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes Securities or the Trustee under this Indenture, Indenture and the Notes or the Note GuaranteesSecurities, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents and which the Group Intercreditor DeedIssuer has entered into simultaneously with the execution of this Indenture. Each HolderHolder of Securities, by its acceptance thereof, consents and agrees to the terms of the Security Documents Documents, the Intercreditor Agreement and the Group Intercreditor Deed Collateral Agency Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms, and authorizes and directs the Trustee and the Security Trustee (or Collateral Agent, if applicable), to enter into the relevant Security Documents Documents, the Intercreditor Agreement and the Group Intercreditor Deed (as applicable) Collateral Agency Agreement and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will deliver shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Trustee copies provisions of all documents delivered to the Security Trustee pursuant to Documents, the Security Documents Intercreditor Agreement and the Group Intercreditor Deed (as applicable). Each of the CompanyCollateral Agency Agreement, the Issuer to assure and the Guarantors will take, and will cause its respective Subsidiaries confirm to take, upon request of the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security TrusteeDocuments or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take, or shall cause its Subsidiaries to take any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected second priority Lien in and on all the relevant Collateral Collateral, in favor of the Trustee or for its benefit and the ratable benefit of the Holders of Securities, superior to and prior to the rights of all third Persons (other than the agent on behalf of the lenders under the Credit Facility and the Bond Trustee on behalf of the holders of the Secured Series 2002 Bonds) and subject to no Liens (other than Liens granted by the Issuer for purposes of securing its obligations under the Credit Facility and with respect to the Secured Series 2002 Bonds, Collateral Permitted Liens and any other Liens permitted by the Security Trustee, as the case may beDocuments).

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and Except as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption otherwise contemplated hereby or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all under any other monetary obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Loan Documents and the Group Intercreditor Deed. Each Holder, by its acceptance thereof, consents and agrees subject to the terms of the Security Documents and Intercreditor Agreements, the Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each provisions of the Company, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Collateral Documents and the Group Intercreditor Deed (as applicable) are effective to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee Administrative Agent for the benefit of the Secured Parties legal, valid and enforceable Liens on, and security interests in, the Collateral and, (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable Laws (which filings or recordings shall be made to the extent required by any Collateral Document) and (ii) upon the taking of possession or control by the Administrative Agent (or its agent pursuant to an Intercreditor Agreement) of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent required by any Collateral Document), such Collateral Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Liens permitted under the Loan Documents, a legal, valid, enforceable and perfected Lien (if and to the extent perfection may be achieved by the filings and/or other actions required to be taken hereby or by the applicable Collateral Documents) on all right, title and interest of the respective Loan Parties in the Collateral described therein subject to the Enforcement Qualifications and Liens permitted by Section 7.01. Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the Security Trusteeenforceability of any pledge of or security interest (other than with respect to those pledges and security interests made under the Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, in each case may beunder foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.11, 6.13 or 4.01(a)(v), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v).

Security Documents. (a) The due and punctual payment of the principal of of, premium and premium, interest and Additional Amounts, if any, on the Notes and the 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 of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations Obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or Notes, the Note GuaranteesGuarantees and the Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreement and any other Acceptable Intercreditor Agreement. The Trustee and the Group Issuer hereby acknowledge and agree that the Collateral Agent holds the security interest in the Collateral for the benefit of itself, the Holders and the Trustee and pursuant to the terms of this Indenture, the Security Documents, the Intercreditor DeedAgreement and any other Acceptable Intercreditor Agreement. Each Holder, by its acceptance thereofaccepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral), the Group Intercreditor Deed Agreement and any other Acceptable Intercreditor Agreement, in each case, as the same may be in effect or may be amended from time to time in accordance with their termsterms and this Indenture, the Intercreditor Agreement and any other Acceptable Intercreditor Agreement, and authorizes and directs the Trustee and the Security Trustee Collateral Agent to enter into the relevant Security Documents Documents, the Intercreditor Agreement and the Group any other Acceptable Intercreditor Deed (as applicable) Agreement and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Security Trustee be filed pursuant to the Security Documents to which the Collateral Agent is a party, and the Group Intercreditor Deed (Issuer will do or cause to be done all such acts and things as applicable). Each may be reasonably required by the next sentence of this Section 10.01, to provide to the Collateral Agent the security interest in the Collateral contemplated hereby and/or by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the CompanyNotes secured hereby, according to the intent and purposes herein expressed. The Issuer shall, and shall cause the Subsidiaries of the Issuer and the Guarantors will taketo, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, take any and all actions reasonably and make all filings (including the filing of (i) UCC financing statements, continuation statements and amendments thereto and (ii) any intellectual property filings with the U.S. Patent and Trademark Office or U.S. Copyright Office, as applicable) required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Notes Obligations of the Issuer and the Guarantors hereunderto the Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the relevant Collateral (subject to the terms of the Intercreditor Agreement, any other Acceptable Intercreditor Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the Holders and the Trustee or the Security Trustee, as the case may besubject to no Liens other than Permitted Liens.

Security Documents. The due and punctual payment of the principal of and premiumof, interest and Additional AmountsPrepayment Premium on, if any, on and interest on, the Notes and the 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 and interest and Additional Amounts (to the extent permitted by law)of, Prepayment Premium on, if any, and interest, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors Company to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents and Documents, which the Group Intercreditor DeedCompany has entered into simultaneously with the execution of this Indenture. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and directs the Trustee and the Security Trustee Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer Company will deliver to the Trustee copies of all documents delivered to the Security Trustee Collateral Agent pursuant to the Security Documents Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Group Intercreditor Deed (Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as applicable). Each from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the CompanyNotes secured hereby, according to the Issuer intent and the Guarantors purposes herein expressed. The Company will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, take any and all actions reasonably required or as may be reasonably requested by the Collateral Agent to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors Company hereunder, a valid and enforceable perfected second-priority Lien in and on all the relevant Collateral Collateral, in favor of the Trustee or Collateral Agent for the Security Trusteebenefit of the Holders of Notes, as superior to and prior to the case may berights of all third Persons and subject to no other Liens other than Permitted Prior Liens.

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

Security Documents. The In order to secure the due and punctual payment of the principal of and principal, premium, interest and Additional Amounts, if any, and interest on the Notes and the Note Guarantees Notes, when and as the same shall be due and payable, whether on an Interest Payment Date, at maturitythe Maturity Date, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents Company and the Group Intercreditor DeedGuarantors shall, on the Issue Date, enter into each Security Document which by its terms requires such Guarantor to become a party thereto. Any Subsidiary of Parent who, after the Issue Date, becomes a Guarantor under this Indenture shall, upon becoming a Guarantor under this Indenture, become a party to each applicable Security Document. Each Holder, by its acceptance thereofaccepting a Note, consents and agrees to all of the terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the terms of the Security Documents and the Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with their termsthis Indenture, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents on its behalf and on behalf of such Holder, to appoint the Group Intercreditor Deed (Collateral Agents to serve as applicable) collateral agents and representatives of the Trustee and such Holder thereunder and in accordance therewith and to perform their respective its obligations and exercise their respective its rights thereunder and in accordance therewith. The Issuer will Company shall deliver to the Trustee copies of all documents delivered to the Security Trustee Collateral Agents pursuant to the Security Documents Documents, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Group Intercreditor Deed (Collateral Agents the security interest in the Collateral contemplated by this Indenture, the Security Documents or any part hereof or thereof, as applicable). Each from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the CompanyNotes and Note Guarantees secured thereby, according to the Issuer intent and the Guarantors will take, purposes herein and will cause its respective Subsidiaries to therein expressed. The Company shall take, upon the written request of the Trustee and (to the extent the Trustee is permitted to make such request under the Security TrusteeDocuments), any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations obligations of the Issuer Company under this Indenture, the Notes and the Guarantors hereunderNote Guarantees, a valid and enforceable perfected Lien on and security interest in and on all of the relevant Collateral Collateral, in favor of the Collateral Agents for the benefit of the Holders, the Trustee and other Persons for whose benefit the Collateral Agent or the Security Trustee, as applicable, acts pursuant to the case Security Documents. The Trustee shall, upon receipt of an Officers' Certificate designating any amendment, refinancing successor or replacement agreement to the New Credit Facility as a New Credit Facility pursuant to the definition of New Credit Facility, (i) acknowledge in writing to the Company that, as may bebe requested in the Officers' Certificate, the Security Documents and, if applicable, the Proceeds Sharing Agreement shall be applicable to the obligations of Parent or any of its Subsidiaries pursuant to such New Credit Facility, or (ii) execute new Security Documents and, if applicable, a Proceeds Sharing Agreement on substantially identical terms as the existing Security Documents and Proceeds Sharing Agreement, with such changes therein as are necessary to reflect such New Credit Facility and the parties thereto. Any collateral held by a Collateral Agent (as defined in the applicable Security Documents) for the benefit of the Holders shall constitute Collateral for purposes of this Indenture. The Company covenants and agrees with the Trustee and each Holder that, for so long as the Notes shall be secured by a Lien on any Collateral, the Notes shall be secured by a pledge of 100% of the Equity Interests in the Pledged Holdco pursuant to the Security Documents.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are Obligations shall be secured as provided in the Security Documents which the Company and all of its Subsidiaries have entered into simultaneously with the Group Intercreditor Deedexecution of this Indenture. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and directs the Trustee Collateral Agent and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee copies of all documents delivered to the Security Trustee Collateral Agent pursuant to the Security Documents Documents, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Group Intercreditor Deed (Collateral Agent the security interest in the Pledged Collateral contemplated hereby, by the Security Documents or any part thereof, as applicable). Each from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the CompanyNotes secured hereby, according to the Issuer intent and the Guarantors will purposes herein expressed. The Company shall take, and will or shall cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunderObligations, a valid and enforceable perfected first priority Lien in and on all the relevant Pledged Collateral (subject to Permitted Liens), in favor of the Trustee or Collateral Agent for the Security Trusteebenefit of the Holders of Notes, as superior to and prior to the case may berights of all third Persons and subject to no other Liens other than Permitted Liens.

Security Documents. The (a) From and after the Spin-Off Date, the due and punctual payment of the principal of of, premium and premium, interest and Additional Amounts, if any, on the Notes and the 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 of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations Notes Obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee Secured Parties under this Indenture, the Notes, the Guarantees and the Notes or the Note GuaranteesSecurity Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Notes Security Documents Documents, which will define the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Pari Passu Intercreditor Agreement. The Trustee and the Group Intercreditor DeedIssuer hereby acknowledge and agree that the Notes Collateral Agent will from and after the Spin-Off Date hold the Collateral in trust for the benefit of the Notes Secured Parties and pursuant to the terms of this Indenture and the Notes Security Documents. Each Holder, by its acceptance thereofaccepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Notes Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Group First Lien Pari Passu Intercreditor Deed Agreement as the same may be in effect or may be amended from time to time in accordance with their termsterms and this Indenture and the First Lien Pari Passu Intercreditor Agreement, and authorizes and directs the Trustee and the Security Trustee Notes Collateral Agent to enter into the relevant Notes Security Documents and the Group First Lien Pari Passu Intercreditor Deed (as applicable) Agreement and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Subject to the Perfection Exceptions and the limitations set forth in the Notes Security Documents, from and after the Spin-Off Date, the Issuer will shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Security Trustee be filed pursuant to the Notes Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to provide to the Notes Collateral Agent the security interest in the Collateral contemplated hereby and/or by the Notes Security Documents or 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. Subject to the Perfection Exceptions and the Group Intercreditor Deed (as applicable). Each of limitations set forth in the CompanyNotes Security Documents, from and after the Spin-Off Date, the Issuer and the Guarantors will takeshall, and will shall cause its respective the Subsidiaries to take, upon request of the Trustee and the Security TrusteeIssuer to, take any and all actions reasonably and make all filings (including, without limitation, the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Notes Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Notes Obligations of the Issuer and the Guarantors hereunderto the Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the relevant Collateral (subject to the terms of the Notes Security Documents), in favor of the Trustee or Notes Collateral Agent for the Security Trustee, as benefit of the case may beNotes Secured Parties subject to no Liens other than Permitted Liens.

Security Documents. (a) The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors Company to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or the Note GuaranteesNotes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company has entered into simultaneously with the execution of this Indenture and the Group Intercreditor Deedwhich is attached as Exhibit D hereto. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder as a Secured Party in accordance therewith. The Issuer Company will deliver do or cause to be done all such acts and things as may be required by applicable law or may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee copies of all documents delivered to the Security Trustee pursuant to security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and the Group Intercreditor Deed (as applicable). Each benefit of this Indenture and of the CompanyNotes secured hereby, according to the Issuer intent and the Guarantors purposes herein expressed. The Company will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors Company hereunder, a valid and enforceable perfected first priority Lien in and on all the relevant Collateral Collateral, in favor of the Trustee or the Security Trustee, as Secured Party, for the case may bebenefit of the Holders, superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees Securities when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, Securities and performance of all other monetary obligations Security Obligations of the Issuer Company and the Guarantors to the Holders of Notes or the Trustee or the Collateral Agent under this Indenture, the Notes or Securities and the Note GuaranteesSecurity Documents, according to the terms hereunder or and thereunder, are secured as provided in the Security Documents and the Group Intercreditor DeedAgreement which define the terms of the Liens that secure the Security Obligations, and provide that the Liens granted thereunder secure the Obligations on a third-priority basis. The Trustee and the Company hereby acknowledge and agree that the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holder, by its acceptance thereofaccepting a Security, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Trustee and the Security Trustee Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) Agreement and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Security Trustee Collateral Agent pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will takeDocuments, and will do or cause its respective Subsidiaries to take, upon request of be done all such acts and things as may be required by this Section 12.01 to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security TrusteeDocuments or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Security Obligations of the Issuer Company and the Guarantors hereunderhereunder and thereunder, a valid and enforceable perfected third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the relevant Collateral Collateral, in favor of the Trustee or Collateral Agent for the benefit of the Holders, in accordance with the terms of the Security Trustee, as Documents and the case may beIntercreditor Agreement.

Security Documents. The due and punctual payment of the principal and Accreted Value of and premium, interest and Additional Amounts, premium (if any, ) on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal or Accreted Value of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors Company to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or the Note GuaranteesNotes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and certain of the Group Guarantors have entered into simultaneously with the execution of this Indenture, subject to the terms of the Intercreditor DeedAgreement. Each HolderHolder of a Note, by its acceptance thereof, consents and agrees to the terms of this Indenture and the Security Documents (including the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms or the terms hereof and authorizes and directs the Trustee and the Security Trustee Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Security Trustee Collateral Agent pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will takeDocuments, and will shall do or cause its respective Subsidiaries to takebe done all such acts and things as may be required by the next sentence of this Section 10.01, upon request of to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security TrusteeDocuments 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 Company shall take, and shall cause its Restricted Subsidiaries to take, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer Company and the Guarantors hereunder, a valid and enforceable perfected Lien and security interest in and on 100% of the relevant Collateral capital stock of, or other Equity Interests in, existing and future Domestic Subsidiaries owned by the Company and its Restricted Subsidiaries, substantially all the personal property assets of the Company and the Guarantors party to the Security Documents, all fee interests in real property assets and all leasehold interests, in favor of the Trustee or Collateral Agent for the Security Trusteebenefit of the Holders, as the case may bejunior in priority (subject to Permitted Liens) to Liens securing Credit Agreement Obligations.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amountspremium, if any, on the Notes and the Note Guarantees when and as the same shall be due and payabledue, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of and interest and Additional Amounts (Issuer pursuant to the extent permitted Notes or by law)the Subsidiary Guarantors pursuant to the Subsidiary Guarantees, if any, on the payment of all other Notes Obligations and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Subsidiary Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or Notes, the Note Guarantees, according to Subsidiary Guarantees and the terms hereunder or thereunder, are Security Documents shall be secured as provided in the Security Documents and the Group Intercreditor Deed. Each HolderDocuments, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, which the Issuer and the applicable Subsidiary Guarantors entered into on the Issue Date and will takebe secured by Security Documents hereafter delivered as required or permitted by this Indenture. The Issuer shall, and will shall cause its respective Subsidiaries each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of continuation statements and amendments to take, upon request UCC financing statements that may be necessary to continue the effectiveness of the Trustee and the Security Trustee, any such UCC financing statements) and all other actions reasonably as are necessary or required to cause by the Security Documents to maintain (at the sole cost and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations expense of the Issuer and the Guarantors hereunderRestricted Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents) as a continuing perfected security interest subject only to Permitted Liens and Liens permitted by Section 4.11. On the Issue Date the Issuer shall, or shall cause the applicable Subsidiary Guarantor to, execute and/or deliver, as applicable, to the Collateral Agent (or its agent) (i) mortgage releases, in form for recording in the recording office of each applicable jurisdiction, releasing any and all mortgages encumbering real property of the Issuer or any Subsidiary Guarantor securing any obligations under the Existing Notes, (ii) such other lien release and/or termination documentation necessary to release and/or terminate any and all other security instruments encumbering property of the Issuer or any Subsidiary Guarantor securing any obligations under the Existing Notes, (iii) duly executed Mortgages (and, if applicable, fixture filings and as-extracted collateral filings) in form for recording in the recording office of each jurisdiction where the Mortgaged Property to be encumbered thereby is situated, together with the completion (or arrangements for the completion satisfactory to the Collateral Agent) of all recordings and filings of such Mortgages in the proper recorders’ office (and payment of any taxes or fees in connection therewith) as may be necessary to create a valid valid, perfected second priority Lien (subject to the Senior Lien Intercreditor Agreement and enforceable perfected the Second Lien in Intercreditor Agreement and on the relevant Collateral to Permitted Liens) in favor or for the benefit of the Trustee Collateral Agent (or its agent), for the benefit of the Secured Parties, on or against such Mortgaged Properties as collateral security for the Notes, (iv) other duly executed Security TrusteeDocuments or amendments, as supplements, accessions or joinders thereto in favor or for the case may bebenefit of the Collateral Agent (or its agent), for the benefit of the Secured Parties, and (v) one or more customary Opinions of Counsel for the Note Parties, in states in which such Mortgaged Properties are located and states in which Subsidiary Guarantors are organized, with respect to the enforceability and validity of such Mortgages and any related fixture filings and as-extracted collateral filings and such other Security Documents, in form and substance reasonably satisfactory to the Collateral Agent.

Security Documents. The due To secure the full and punctual payment when due and the full and punctual performance of the principal Obligations of the parties hereto, the Issuer, the Guarantors and premium, interest and Additional Amounts, if anythe Notes Collateral Agent shall, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Issue Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest enter into certain Notes Security Documents to be executed on the overdue principal of Issue Date and interest may enter into additional Notes Security Documents and Additional Amounts (take or cause to be taken all such actions as may be required to create, perfect and maintain, as security for the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations Obligations of the Issuer and the Guarantors to the Holders of Notes or Collateral Agent, the Trustee and the Holders under this Indenture, the Notes, the Guarantees and the Notes or Security Documents, a valid and enforceable perfected first-priority Lien and security interest in all of the Note GuaranteesCollateral to the extent required by the Collateral and Guarantee Requirement in favor of the Notes Collateral Agent for its benefit and the benefit of the Trustee and the Holders, according subject to the terms hereunder or thereunder, are secured as provided in of the Notes Security Documents and the Group Intercreditor Deedthis Indenture. Each Holder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Notes Security Documents (including the provisions providing for the possession, use, release and the Group Intercreditor Deed foreclosure of Collateral) as the same each may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Trustee this Indenture and the Security Trustee Intercreditor Agreements. To the extent any Lien or security interest required pursuant to enter into this Indenture and the relevant Notes Security Documents and is not perfected by the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the CompanyIssue Date, the Issuer and the applicable Guarantors will takeshall use their commercially reasonable efforts to perform all acts and things that may be required, to have all such Liens and security interests in the Collateral duly created and enforceable and perfected, to the extent required by this Indenture and the Notes Security Documents, as promptly as practicable and in any event within 120 days following the Issue Date (or such later date as the Bank Collateral Agent may have agreed to under the Senior Credit Facilities), with respect to Collateral that does not constitute Material Real Property, and will cause its respective Subsidiaries within the time period specified under Section 10.09 with respect to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may beMaterial Real Property.

Security Documents. (a) The due and punctual payment of the principal of and premiumof, interest and Additional Amountspremium on, if any, on and interest, on, the Notes and the 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 of, premium on, if any, and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors Company to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided in the applicable Security Documents and which the Group Intercreditor DeedCompany has entered into simultaneously with the execution of this Indenture. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of the any applicable Security Documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and directs the Trustee and the Security Collateral Trustee to enter into the relevant Pledge Agreements, the Collateral Trust Agreement and any other applicable Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer Company will deliver to the Trustee copies of all documents delivered to the Security Collateral Trustee pursuant to the Security Documents Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Group Intercreditor Deed (Collateral Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as applicable). Each from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the CompanyNotes secured hereby, according to the Issuer intent and the Guarantors purposes herein expressed. The Company will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors Company hereunder, a valid and enforceable perfected second-priority Lien in and on all the relevant Collateral Collateral, in favor of the Collateral Trustee or for the Security Trusteebenefit of the Holders of Notes, as superior to and prior to the case may berights of all third Persons and subject to no Liens other than Priority Liens and Permitted Prior Liens.

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

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional AmountsLiquidated Damages, if any, on the Notes and the 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 and interest and Additional Amounts Liquidated Damages (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors Company to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or the Note GuaranteesNotes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents and the Group Intercreditor DeedAgreement which the Company has entered into simultaneously with the execution of this Indenture and which are attached as Exhibits F and G hereto. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and directs the Trustee and the Security Trustee Trustee, in its capacity as Collateral Agent, to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) Agreement and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer Company will deliver do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Trustee copies provisions of all documents delivered to the Security Trustee pursuant to the Security Documents or the Intercreditor Agreement, to assure and confirm to the Group Intercreditor Deed (Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as applicable). Each from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the CompanyNotes secured hereby, according to the Issuer intent and the Guarantors purposes herein expressed. The Company will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, take any and all actions required by applicable law or as may be reasonably required and requested by the Trustee, to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors Company hereunder, a valid and enforceable perfected second priority Lien to be defined by reference to Section 2.2 of the Security Agreement in and on all the relevant Collateral Collateral, in favor of the Collateral Agent for the benefit of the Trustee or and the Security TrusteeHolders of Notes, as superior to and prior to the case may berights of all third Persons other than the rights of the Credit Agent and the lenders under the Credit Agreement and subject to no other Liens than Permitted Liens.

Security Documents. The due and punctual payment of the principal of and of, premium, interest and Additional Amounts, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, premium, if any, and interest on the Notes and the Notes Guarantees, and performance of all other monetary obligations Notes Obligations of the Issuer and the Guarantors to the Holders of Notes Holders, the Trustee or the Trustee Collateral Agent under this Indenture, the Notes or Notes, the Note Guarantees, the Intercreditor Agreements and the Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of itself, the Holders and the Trustee and pursuant to the terms of the Security Documents and the Group Intercreditor DeedAgreements. Each Holder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Group Intercreditor Deed Agreements as the same may be in effect or may be amended from time to time in accordance with their termsterms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Trustee and the Security Trustee Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) Agreements and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Security Trustee be filed pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will takeDocuments, and will do or cause its respective Subsidiaries to takebe done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, upon request to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Trustee Notes secured hereby, according to the intent and purposes herein expressed. The Issuer shall, and shall cause the Security TrusteeRestricted Subsidiaries of the Issuer to, take any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Notes Obligations of the Issuer and the Guarantors hereunderto the Trustee, the Collateral Agent and the Holders of the Notes under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Security Documents (to the extent required hereby and thereby), a valid and enforceable perfected Lien and security interest in and on all of the relevant Collateral (subject to the terms of the Intercreditor Agreements and the Security Documents), in favor of the Collateral Agent for the benefit of itself, the Holders and the Trustee or subject to no Liens other than Permitted Liens, and to otherwise comply with the Security Trustee, as requirements of the case may beCollateral Requirement.

Security Documents. The due All Security Documents theretofore executed and punctual payment delivered in connection with the Original Financing Agreement and the Existing Financing Agreement and together with any amendments, supplements or modifications thereto and any other Security Documents executed and delivered in connection with the Term Loans shall be sufficient to create in favor of the principal Secured Parties a legal, valid and enforceable first priority security interest (except for Permitted Liens under Subsections (e) and (m) of the definition of Permitted Liens) in and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)Collateral. All filings, if any, on recordings and deliveries of instructions and other actions necessary or desirable in the Notes and the Notes Guarantees, and performance of all other monetary obligations opinion of the Issuer Administrative Agent, the Lenders or their respective counsel in order to protect, preserve and perfect the Guarantors Liens provided in such Security Documents and/or the rights of the Secured Parties thereunder (except for (a) (i) the entering into of the amendment to the Holders deed of Notes or mortgage No. 539 dated August 4, 2000 to reflect the Trustee assignment by Nortel in favor of MSSF and (ii) the registration of the assignment by Nortel to MSSF of its rights under this Indenturethe deed of mortgage No. 64 dated March 25, 2003 and (b) the Notes or the Note Guarantees, according entering into of amendments to the terms hereunder or thereunder, are secured as provided in each of the Security Documents and the Group Intercreditor Deed. Each Holder, by its acceptance thereof, consents and agrees to that reflect the terms of the Security Documents and the Group Intercreditor Deed as the same may Debt Restructuring set forth in this Agreement, which shall be in effect or may be amended from time to time completed in accordance with their termsSection 8.1(t) of this Agreement) shall have been duly executed by the Borrower and its Subsidiaries, as applicable, and authorizes registered, or filed for registration and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each a certified copy of the Company, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request registered agreement or deed or of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee official receipt or the Security Trusteeother document evidencing such filing, as the case may be, shall have been delivered to the Administrative Agent. Except as contemplated by Section 8.1(t) of this Agreement, all fees, taxes, expenses and other costs related to the filing and/or registration and/or recording of such Security Documents shall have been paid in full by the Borrower, and certified copies of the receipts thereof shall have been delivered to the Administrative Agent; provided, however, that the Borrower shall not be responsible for any such fees, taxes, expenses or other costs in connection with the filing of any Security Documents as a result of the assignment of the Assigned Indebtedness from Nortel or BBVA to MSSF.

Security Documents. The due Subject to the Carve-Out and, solely with respect to the Company and punctual payment any other Foreign Guarantor, the Agreed Security Principles, the Legal Reservations and the Legal Limitations, the Interim Order is (and the Final Order when entered will be) effective to create in favor of the principal of Secured Parties legal, valid, enforceable and premium, interest fully perfected security interests in and Additional Amounts, if any, Liens on the Notes Collateral. Subject to the Interim Order, the entry by the Bankruptcy Court of the Final Order and, solely with respect to any Foreign Guarantor, the Agreed Security Principles, the Legal Reservations and the Note Guarantees when Legal Limitations, the Collateral Documents are or in the case of each Collateral Document delivered pursuant to Sections 6.13 and 6.15 will, upon execution and deliver thereof, be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties (or in favor of the relevant Secured Parties directly, as the same shall be due applicable), legal, valid and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwiseenforceable Liens on, and interest on security interests in, the overdue principal Collateral described therein to the extent intended to be created thereby, and subject, in the case of Collateral Documents governed by foreign Law, to the Agreed Security Principles, the Legal Reservations and interest the Legal Limitations and Additional Amounts to the making of all appropriate filings, recordings, endorsements, notarizations, stamping, registrations and/or notifications required under applicable Law, the Liens created by the Collateral Documents shall constitute fully perfected Liens on, and security interests in (to the extent permitted by lawintended to be created thereby), if anyall right, on title and interest of the Notes grantors in such Collateral, in each case subject to no Liens other than Liens permitted hereunder and with the priority required by the Collateral Documents, the Intercreditor Agreement and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents and the Group Intercreditor Deed. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may beOrders.

Security Documents. The due and punctual payment of the principal of and premiumprincipal, interest and Additional Amountspremium, if any, on the Notes and the Note Notes Guarantees when and as the same shall be due and payabledue, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of and interest and Additional Amounts (Issuer pursuant to the extent permitted Notes or by law)any Notes Guarantor pursuant to its Notes Guarantee, if any, on the payment of all other Notes Obligations of the Issuer and the Notes GuaranteesGuarantors under this Indenture, the Notes, the Notes Guarantees and the Security Documents and performance of all other monetary obligations of the Issuer and the Guarantors any Notes Guarantor to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guaranteesand any Notes Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Security Documents and Documents, which the Group Intercreditor Deed. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the CompanySecond Lien Notes Collateral Agent, the Issuer and the Notes Guarantors have entered into simultaneously with the execution of this Indenture and will be secured by Security Documents delivered after the date of this Indenture as required or permitted by this Indenture, subject to the provisions of the Intercreditor Agreements. Notwithstanding anything to the contrary in this Indenture or the Security Documents, the Issuer and each Notes Guarantor will, and each Notes Guarantor will cause each of its Subsidiaries to, do or cause to be done all such acts and things as may be required to cause the Security Documents to create valid, enforceable and perfected Liens as and to the extent required hereby, and by the Intercreditor Agreements and the Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes secured thereby, according to the intent and purposes herein expressed. The Issuer and each Notes Guarantor will take, and each Notes Guarantor will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Notes Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on all the relevant Collateral ranking in favor right and priority of payment as to the Trustee or extent required by this Indenture, the Security Trustee, Intercreditor Agreements and the other Notes Documents and subject to no other Liens other than as permitted by the case may beterms of this Indenture.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amountspremium, if any, on the Notes and the Note Guarantees when and as the same shall be due and payabledue, whether on an Interest Payment Date, at maturityStated Maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of and interest and Additional Amounts (Company pursuant to the extent permitted Notes or by law)any Guarantor pursuant to its Note Guarantee, if any, on the Notes payment of all other Obligations and the Notes Guarantees, and performance of all other monetary obligations Obligations of the Issuer Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or Notes, the Note Guarantees, according to Guarantees and the terms hereunder or thereunder, Security Documents are secured as provided in the Security Documents and the Group Intercreditor Deed. Each Holder, will be secured by its acceptance thereof, consents and agrees to the terms of the Security Documents hereafter delivered as required or permitted by this Indenture. The Company and the Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer Guarantors will deliver to the Trustee true and complete copies of all documents delivered to the Security Trustee Collateral Agent pursuant to the Security Documents Agreement and the Group Intercreditor Deed (as applicable). Each of the CompanyAgreement, the Issuer and the Guarantors will takeif any, and will do or cause its respective Subsidiaries to takebe done all such acts and things as may be necessary or proper, upon request or as may be required by the provisions of the Security Agreement or the Intercreditor Agreement, if any, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security TrusteeAgreement and the other Security Documents, or by any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall, and shall cause each Guarantor to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and take any and all other actions reasonably required necessary to cause maintain (at the sole cost and expense of the Company and the Guarantors) the security interests created by the Security Documents and in the Group Intercreditor Deed (Collateral as applicable) perfected security interests to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or extent perfection is required by the Security TrusteeDocuments, as the case may besubject only to Permitted Liens.

Security Documents. The due and punctual payment of the principal of and premiumof, interest and Additional Amountspremium on, if any, on interest and Special Interest, if any, on, the Notes and the 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 and of, premium on, if any, interest and Additional Amounts Special Interest, if any (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Issuer and the Group Intercreditor DeedGuarantors have entered into simultaneously with the execution of this Indenture and which is attached as Exhibit H hereto. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and appoints the Trustee as the Collateral Agent and directs the Trustee and the Security Trustee Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer and the Guarantors will deliver to the Trustee copies of all documents delivered to the Security Trustee Collateral Agent pursuant to the Security Documents Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Group Intercreditor Deed (Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as applicable). Each from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the CompanyNotes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the relevant Collateral Collateral, in favor of the Trustee or Collateral Agent for the Security Trusteebenefit of the Holders of Notes, as superior to and prior to the case may berights of all third Persons and subject to no other Liens than Permitted Liens.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, Obligations are secured as provided in the Security Documents and Documents, subject to the Group terms of the Intercreditor DeedAgreement. Each Holder, by its acceptance thereofof this Indenture and the Securities, consents and agrees to all of the terms of the Security Documents and the Group Intercreditor Deed Agreement (including the provisions thereof providing for release and subordination of Liens, and foreclosure upon, and the exercise of rights and remedies with respect to, Collateral), in each case, as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee (if it is not then the Collateral Agent) copies of all documents delivered to the Security Trustee Collateral Agent pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will takeDocuments, and will do or cause its respective Subsidiaries to take, upon request be done all such acts and things as may be required by the succeeding provisions of this Section 11.01 to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security TrusteeDocuments or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. Symmetry shall take, and shall cause the Restricted Subsidiaries to take, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunderNotes Obligations, a valid and enforceable perfected (a) first-priority Lien and security interest in and on all First-Priority Assets and (b) second-priority Lien and security interest in and on all Second-Priority Assets, in each case subject to the relevant Collateral terms of the Intercreditor Agreement, in favor of the Trustee Collateral Agent for the benefit of the Secured Parties. Notwithstanding the foregoing or anything to the contrary set forth in this Indenture or any Security Document, neither this Indenture nor any Security Document shall require the creation or perfection of Liens on, or the Security Trusteeobtaining of title insurance, legal opinions or other deliverables with respect to, particular assets of Symmetry or any of its Subsidiaries if and for so long as the case may beTrustee determines that the cost of creating or perfecting such Liens, or obtaining such title insurance, legal opinions or other deliverables in respect of, such assets shall be excessive in view of the benefits to be obtained by the Holders therefrom. The Trustee shall be entitled to make any such determination based on an Officers’ Certificate stating that, due to cost considerations analogous to those that would be applicable were the Trustee to require any such action or deliverable, the same is not required by the Credit Agent in the exercise of its authority under the Credit Agreement. Subject to Section 7.01, the Trustee shall be fully protected in making any such determination solely based on any such Officers’ Certificate.

Security Documents. The due At any time after the execution and punctual payment delivery thereof, any of the principal Security Documents shall cease to be in full force and effect in accordance with the terms thereof or shall cease to give Agent for the benefit of the Lenders the Liens, rights, powers and premiumprivileges purported to be created thereby (including, without limitation, a first priority perfected security interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise(subject to Permitted Liens) in, and interest on Lien on, all of the overdue principal Collateral for which Agent or Collateral Agent has taken necessary actions to perfect its security interest), in favor of Agent, superior to and interest prior to the rights of all third Persons and Additional Amounts subject to no other Liens (except to the extent expressly permitted by lawherein or therein), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes ; or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided any Credit Party shall default in the Security Documents and the Group Intercreditor Deed. Each Holderdue performance or observance of any term, by covenant or agreement on its acceptance thereof, consents and agrees part to the terms be performed or observed pursuant to any of the Security Documents and such default shall continue beyond any grace period specifically applicable thereto pursuant to the Group Intercreditor Deed as terms of such Security Document. THEN, and in any such event (except an Event of Default specified in paragraph (g) or (h) of this Section) and at any time thereafter while an Event of Default is continuing, Agent may with the same may be in effect consent of Majority Lenders, and at the direction of the Majority Lenders shall, take one or may be amended from time to time more of the following actions: (A) declare the Revolving Commitments terminated, whereupon the Revolving Commitment(s) of each Lender hereunder shall terminate immediately and all fees and other amounts accrued in accordance with their this Agreement shall forthwith become due and payable without any other notice of any kind; (B) declare all sums then owing by Borrower hereunder and under the Notes to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Borrower; (C) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law and (D) terminate any Letter of Credit which may be terminated in accordance with its terms, (iv) direct Borrower to pay (and authorizes and directs Borrower agrees that upon receipt of such notice, or upon the Trustee and the Security Trustee occurrence of any Event of Default specified in Section 9.1(g) or Section 9.1(h) with respect to enter into the relevant Security Documents and the Group Intercreditor Deed (Borrower it will pay) to Agent such additional amount of cash, to be held as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver security by Agent, as is equal to the Trustee copies aggregate Stated Amount of all documents delivered to Letters of Credit issued for the Security Trustee pursuant to the Security Documents account of Borrower and the Group Intercreditor Deed its subsidiaries and then outstanding, provided, however, that if an Event of Default specified in paragraph (as applicable). Each g) or (h) of the Companythis Section shall occur, the Issuer and result which would occur upon the Guarantors will take, and will cause its respective Subsidiaries giving of notice by Agent to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintainBorrower, as security for specified in clauses (A) or (B) above, shall occur automatically without the Obligations giving of any such notice. Promptly following the Issuer making of any such declaration, Agent shall give notice thereof to Borrower and each Lender, but failure to notify any Person shall not impair the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor effect of the Trustee or the Security Trustee, as the case may besuch declaration.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on of, and interest on, the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guaranteesunder this Indenture, and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are Obligations shall be secured as provided in the Security Documents Documents. The Trustee, the Company and the Group Subsidiary Guarantors hereby consent and agree that, with respect to that portion of the Collateral in which the security interest is being perfected by possession, the Revolving Credit Agent and/or the Senior Secured Notes Agent shall hold the Collateral for the benefit of the Trustee in accordance with the terms of the Intercreditor DeedAgreement, for the purpose of perfecting the Trustee's security interest therein for so long as any obligations or commitments are outstanding under the Revolving Credit Agreement, the Senior Secured Note Purchase Agreement or the Senior Secured Notes. The Company shall, and shall cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby and thereby, according to the intent and purposes herein and therein expressed. The Company shall, and shall cause each of its Restricted Subsidiaries to, take, upon request of the Trustee or the Collateral Agent, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations, valid and enforceable, perfected (except as expressly provided herein or therein), Liens in and on all the Collateral, in favor of the Collateral Agent, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein. Each HolderHolder of a Note, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed Agreement (including, without limitation, the provisions providing for the foreclosure and release of Collateral and indemnification of the Collateral Agent) as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs (i) the Trustee and Collateral Agent, with respect to each of the Security Trustee Documents, and (ii) the Trustee, with respect to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and Agreement, to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to ; PROVIDED that upon qualification of this Indenture with the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each TIA, if any provision of the CompanyIntercreditor Agreement limits, qualifies or conflicts with the duties imposed by the provisions of the TIA, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may beTIA shall control.

Security Documents. The due and punctual payment of the principal of and principal, premium, interest and Additional Amounts, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, premium, if any, and interest on the Notes and the Notes Guarantees, and performance of all other monetary obligations Notes Obligations of the Issuer and the Guarantors to the Holders of Notes Holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture, the Notes or Notes, the Note Guarantees, the Intercreditor Agreements and the Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of itself, the Holders and the Trustee and pursuant to the terms of the Security Documents and the Group Intercreditor DeedAgreements. Each Holder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Group Intercreditor Deed Agreements as the same may be in effect or may be amended from time to time in accordance with their termsterms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Trustee and the Security Trustee Notes Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) Agreements and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Security Trustee be filed pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will takeDocuments, and will do or cause its respective Subsidiaries to takebe done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, upon request to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Trustee Notes secured hereby, according to the intent and purposes herein expressed. the Security TrusteeIssuer shall, and shall cause the Restricted Subsidiaries of the Issuer to, take any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Notes Obligations of the Issuer and the Guarantors hereunderto the Trustee, the Notes Collateral Agent and the Holders under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Security Documents (to the extent required hereby and thereby), a valid and enforceable perfected Lien and security interest in and on all of the relevant Collateral (subject to the terms of the Intercreditor Agreements and the Security Documents), in favor of the Notes Collateral Agent for the benefit of itself, the Holders and the Trustee or the Security Trustee, as the case may besubject to no Liens other than Permitted Liens.

Security Documents. The due and punctual payment of the principal of and of, premium, interest and Additional Amounts, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, premium, if any, and interest on the Notes and the Notes Guarantees, and performance of all other monetary obligations Obligations of the Issuer Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or the Note GuaranteesNotes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which define the terms of the Liens that secure the Obligations and provide that the Group Intercreditor DeedLiens granted thereunder secure the Obligations on a second-priority basis (or, solely in the case of the Mortgage granted with respect to the property secured by the Tampa Mortgage, on a third-priority basis), ranking only after the first Liens on the Collateral securing the First-Lien Credit Facilities. Each Holder, by its acceptance thereofof a Note, consents and agrees to all of the terms of the Security Documents (including the provisions providing for the exercise of remedies and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Security Trustee Collateral Agent pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be required by the next sentence of this Section 10.01, to assure and confirm to the Trustee the Liens upon the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and the Group Intercreditor Deed (as applicable). Each benefit of this Indenture and of the CompanyObligations secured hereby, according to the Issuer intent and the Guarantors will purposes herein expressed. The Company shall take, and will shall cause its respective their Restricted Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer Company and the Guarantors hereunder, after the Discharge of First Lien Obligations, a valid and enforceable perfected first-priority Lien in and on all the relevant Collateral Collateral, in favor of the Collateral Agent for the ratable benefit of the Holders and the Trustee, and if the Discharge of First Lien Obligations has not occurred, a valid and enforceable perfected second-priority Lien on all the Collateral (or, solely in the case of the Mortgage granted with respect to the property secured by the Tampa Mortgage, on a third-priority basis), in favor of the Collateral Agent for the ratable benefit of the Holders and the Trustee, ranking only after the first Liens on the Collateral securing the First-Lien Credit Facilities. The Trustee or and the Company hereby acknowledge and agree that the Collateral Agent holds the Collateral for the ratable benefit of the Holders and the Trustee pursuant to the terms of the Security Trustee, as the case may beDocuments.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, of and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturityStated Maturity, by acceleration, repurchase, redemption, special redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer AirGate and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes Security Documents or the Note GuaranteesNotes, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents and the Group Intercreditor DeedDocuments. Each Holder, by its acceptance thereofof the Notes, consents and agrees to the terms of the Intercreditor Agreement and the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral pursuant to the Group terms set forth in the Intercreditor Deed Agreement) as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Trustee and the Security Trustee Collateral Agent to enter into the relevant such Security Documents and the Group Intercreditor Deed (as applicable) Agreement and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will AirGate shall deliver to the Trustee copies of all documents delivered to the Security Trustee Collateral Agent pursuant to the Security Documents Intercreditor Agreement and the Group Intercreditor Deed (Security Documents, and shall do or cause to be done all such acts and things as applicable). Each may be necessary or proper, or as may be required by the provisions of the Company, the Issuer Intercreditor Agreement and the Guarantors will takeSecurity Documents, to assure and will cause its respective Subsidiaries confirm to take, upon request of the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Intercreditor Agreement, the Security TrusteeDocuments 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 thereby, according to the intent and purposes herein and therein expressed. AirXxxx xxall take any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations obligations of the Issuer and the Guarantors AirGate hereunder, a valid and enforceable perfected Lien lien on and security interest in and on all the relevant Collateral Collateral, in favor of the Trustee Collateral Agent for the benefit of the Holders and other Persons for whose benefit the Collateral Agent or the Security Trustee, as applicable, acts pursuant to the case may beSecurity Documents, subject to the provisions of the Intercreditor Agreement.

Security Documents. The due and punctual payment of the principal of and of, premium, interest and Additional Amounts, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, premium, if any, and interest on the Notes and the Notes Guarantees, and performance of all other monetary obligations Notes Obligations of the Issuer Issuers and the Guarantors to the Holders of Notes Holders, the Trustee or the Trustee Collateral Agent under this Indenture, the Notes or Notes, the Note Guarantees, the Intercreditor Agreements and the Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuers and the Guarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of itself, the Holders and the Trustee and pursuant to the terms of the Security Documents and the Group Intercreditor DeedAgreements. Each Holder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Group Intercreditor Deed Agreements as the same may be in effect or may be amended from time to time in accordance with their termsterms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Trustee and the Security Trustee Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) Agreements and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will Issuers shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Security Trustee be filed pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will takeDocuments, and will do or cause its respective Subsidiaries to takebe done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, upon request to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Trustee Notes secured hereby, according to the intent and purposes herein expressed. Holdings shall, and shall cause the Security TrusteeRestricted Subsidiaries of Holdings to, take any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Notes Obligations of the Issuer Issuers and the Guarantors hereunderto the Trustee, the Collateral Agent and the Holders under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Security Documents (to the extent required hereby and thereby), a valid and enforceable perfected Lien and security interest in and on all of the relevant Collateral (subject to the terms of the Intercreditor Agreements and the Security Documents), in favor of the Collateral Agent for the benefit of itself, the Holders and the Trustee or subject to no Liens other than Permitted Liens, and to otherwise comply with the Security Trustee, as requirements of the case may beCollateral Requirement.

Security Documents. The due and punctual payment of the principal of of, premium and premium, interest and Additional Amounts, if any, on the Notes and the 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 of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations Obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or Notes, the Note Guarantees, the Intercreditor Agreement and the Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Security Documents and the Group Intercreditor DeedAgreement. Each Holder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Group Intercreditor Deed Agreement as the same may be in effect or may be amended from time to time in accordance with their termsterms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Trustee and the Security Trustee Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) Agreement and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith; provided, however, that if any of the provisions of the Security Documents limit, qualify or conflict with the duties imposed by the provisions of the TIA, the TIA shall control. The Issuer will shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Security Trustee be filed pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will takeDocuments, and will do or cause its respective Subsidiaries to takebe done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, upon request to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Trustee Notes secured hereby, according to the intent and purposes herein expressed. The Issuer shall, and shall cause the Security TrusteeSubsidiaries of the Issuer to, take any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunderto the Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the relevant Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the Holders and the Trustee or the Security Trustee, as the case may besubject to no Liens other than Permitted Liens.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall will be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and premium, if any, interest and Additional Amounts (to the extent permitted by law)Interest, if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations Obligations of the Issuer Company and the Guarantors to the Holders of Notes Holders, the Trustee or the Collateral Trustee under this Indenture, the Notes or Notes, and the Note GuaranteesSecurity Documents, according to the terms hereunder or thereunder, are will be secured as provided in the Security Documents Documents, which define the terms of the Liens that secure the Notes and such other Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Group Intercreditor DeedCompany hereby acknowledge and agree that the Collateral Trustee holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the application of proceeds, exercise of remedies, possession, use, release and the Group Intercreditor Deed foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their termsterms and this Indenture, and authorizes the appointment of the Collateral Trustee. The Trustee and each Holder, by accepting a Note authorizes and directs the Trustee and the Security Collateral Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer Company will deliver to the Collateral Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 10.01, to assure and confirm to the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and the Group Intercreditor Deed (as applicable). Each benefit of this Indenture and of the CompanyNotes secured hereby, according to the Issuer intent and purposes herein expressed. The Company will deliver to Trustee copies of all Security Documents delivered to the Guarantors will takeCollateral Trustee. The Company will, and will cause its respective the Subsidiaries to take, upon request of the Trustee Company to, use its and the Security Trustee, their commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of under the Issuer and the Guarantors hereunderNotes, a valid and enforceable perfected Lien and security interest in and on all of the relevant Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Collateral Trustee or for the Security Trusteebenefit of the Holders of Notes and holders of other Permitted Fixed Asset Obligations, to the extent required by and with the Lien priority as provided by the case may beSecured Debt Documents.

Security Documents. The due (a) On or before October 31, 1997, each Borrower which owns an ownership interest in a Subsidiary shall, and punctual payment shall cause each of its Subsidiaries which owns an ownership interest in a Subsidiary to, take all such action and execute such agreements, documents and instruments, including without limitation execution and delivery of the principal of and premiumPledge Agreement, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall that may be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption necessary or otherwise, and interest on the overdue principal of and interest and Additional Amounts (desirable to grant to the extent permitted by law)Agent, if any, on for the Notes and the Notes Guarantees, and performance of all other monetary obligations benefit of the Issuer Banks, a first priority, perfected security interest in the capital stock of any such Subsidiaries. If at any time thereafter any Borrower or any Subsidiary of a Borrower acquires an ownership interest in or creates an entity which is or becomes a Subsidiary, such Borrower shall, or shall cause its Subsidiary, to take all such action and execute such agreements, documents and instruments, including without limitation execution and delivery of a counterpart signature page in the Guarantors form of Annex I to the Holders Pledge Agreement, that may be necessary or desirable to grant to the Agent, for the benefit of Notes or the Trustee under this IndentureBanks, a first priority, perfected security interest in the capital stock of such new Subsidiary. Notwithstanding the foregoing, the Notes Borrowers shall not be required to, or be required to cause its Subsidiaries to, pledge the Note Guarantees, according capital stock of (i) any Subsidiary if QDI and/or any of its Subsidiaries is subject to any contractual obligation which prohibits the terms hereunder or thereunder, are secured as provided in the Security Documents and the Group Intercreditor Deed. Each Holder, by its acceptance thereof, consents and agrees to the terms pledge of the Security Documents and the Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies capital stock of all documents delivered to the Security Trustee such Subsidiary pursuant to the Security Documents and the Group Intercreditor Deed Pledge Agreement, provided that QDI and/or its Subsidiaries shall use reasonable efforts to obtain any necessary waivers, consents or amendments to permit such pledge or to obtain reasonably equivalent security, (as applicable). Each ii) any of the CompanyBruegger's Entities or (iii) the Borrowers and their Subsidiaries shall not be obligated to pledge the capital stock of a Subsidiary, provided that the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request aggregate value of the Trustee and capital stock of the Security Trustee, any and all actions reasonably required Subsidiaries that has not been pledged to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security Agent for the Obligations benefit of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may be.Banks shall not at any time exceed $500,000..

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional AmountsLiquidated Damages, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)Liquidated Damages, if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors Company to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or the Note GuaranteesNotes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and the Group Guarantors have entered into simultaneously with the execution of this Indenture, subject to the terms of the Intercreditor DeedAgreement. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed Agreement (including the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms or the terms hereof and authorizes and directs the Trustee and the Security Trustee Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Security Trustee Collateral Agent pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will takeDocuments, and will do or cause its respective Subsidiaries to takebe done all such acts and things as may be required by the next sentence of this Section 10.01, upon request of to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security TrusteeDocuments 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 Company shall take, and shall cause its Restricted Subsidiaries to take, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer Company and the Guarantors hereunder, a valid and enforceable perfected second-priority Lien and security interest in and on 100% of the relevant Collateral capital stock of, or other Equity Interests in, existing and future Domestic Subsidiaries and 66% of the capital stock of, or other Equity Interests in, existing and future first-tier Material Foreign Subsidiaries, substantially all the personal property assets of the Company and the Guarantors, all fee interests in real property assets and all Material Leasehold Interests, in favor of the Trustee or Collateral Agent for the Security Trusteebenefit of the Holders, as the case may besecond in priority (subject to Permitted Liens) to Credit Facility Liens.

Security Documents. (a) The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors Company to the Holders of Notes holders or the Trustee under this Indenture, Indenture and the Notes or the Note GuaranteesNotes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents, including the Initial Security Documents which the Company and SHHL have entered into simultaneously with the Group Intercreditor Deedexecution of this Indenture and which are attached as Exhibit E hereto. Each Holderholder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder as a Secured Party in accordance therewith. The Issuer Company will deliver do or cause to be done all such acts and things as may be required by applicable law or may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee copies of all documents delivered to the Security Trustee pursuant to security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and the Group Intercreditor Deed (as applicable). Each benefit of this Indenture and of the CompanyNotes secured hereby, according to the Issuer intent and the Guarantors purposes herein expressed. The Company will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors Company hereunder, a valid and enforceable perfected first priority Lien in and on all the relevant Collateral Collateral, in favor of the Trustee or the Security Trustee, as Secured Party, for the case may bebenefit of the holders, superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens.

Security Documents. The due and punctual payment of the principal of and premium, if any, and interest and (including Additional AmountsInterest, if any, ) on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and premium, if any, and interest and (including Additional Amounts Interest, if any) (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations Obligations of the Issuer and the Guarantors EFIH to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or the Note GuaranteesNotes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents Pledge Agreement and the Group Intercreditor DeedCollateral Trust Agreement. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents Pledge Agreement and Collateral Trust Agreement (including, without limitation, the Group Intercreditor Deed provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Collateral Trustee and and/or the Security Trustee (as the case may be) to enter into the relevant Pledge Agreement, the Collateral Trust Agreement and any other Security Documents and the Group Intercreditor Deed (as applicable) Document and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will EFIH, at its own expense, shall deliver to the Trustee copies of all documents delivered to the Security Collateral Trustee pursuant to the Security Documents Pledge Agreement and Collateral Trust Agreement, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Pledge Agreement or the Collateral Trust Agreement, to assure and confirm to the Trustee and the Group Intercreditor Deed (Collateral Trustee the security interest in the Collateral contemplated hereby, by the Pledge Agreement or any part thereof, as applicable). Each from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the CompanyNotes secured hereby, according to the Issuer intent and purposes herein expressed. Subject to the Guarantors will taketerms of the Pledge Agreement, and will cause EFIH, at its respective Subsidiaries to own expense, shall take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) Pledge Agreement to create and maintain, as security for the Obligations of the Issuer and the Guarantors EFIH hereunder, a valid and enforceable perfected Lien in and on all the relevant Collateral Collateral, in favor of the Collateral Trustee or for the Security Trusteebenefit of the Holders of Notes and future permitted Parity Lien Obligations, as superior to and prior to the case may berights of all third Persons and subject to no other Liens other than Permitted Liens and other Liens permitted pursuant to Section 4.12 hereof.

Security Documents. The due and punctual payment of the principal of and premiumof, interest and Additional Amountspremium on, if any, on and interest, if any, on, the Notes and the 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 of, premium on, if any, and interest and Additional Amounts interest, if any (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors Company to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents and the Group Intercreditor DeedDocuments. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and directs the Collateral Trustee and the Security Trustee to enter into the relevant Security Documents and to which they are a party (including the Group Intercreditor Deed (as applicableCTA Amendment) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewiththerewith (including in the case of the Trustee, to direct the Collateral Trustee to enter into the CTA Amendment). The Issuer At the expense of the Company, the Company will deliver to the Trustee copies of all documents delivered to the Security Collateral Trustee pursuant to the Security Documents Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Group Intercreditor Deed (Collateral Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as applicable). Each from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the CompanyNotes secured hereby, according to the intent and purposes herein expressed. At the written request of the Collateral Trustee, or as otherwise required by the Security Documents, the Issuer and the Guarantors Company will take, and will cause its respective Subsidiaries each Subsidiary Guarantor to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors Company hereunder, a valid and enforceable perfected first priority Lien in and on all the relevant Collateral (subject to Permitted Liens) to the extent provided in the Security Documents, in favor of the Collateral Trustee or for the Security Trusteebenefit of the Holders of Notes, as superior to and prior to the case may berights of all third Persons and subject to no other Liens than Permitted Liens.

Security Documents. The due and punctual payment of the principal of of, premium and premium, interest and Additional Amounts, if any, on the Notes and the 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 of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, payment and performance of all other monetary obligations of the Issuer Company, shall be secured by a pledge of a perfected security interest in the Collateral in favor of the Collateral Agent on its behalf and on behalf of the Trustee and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents, which define the terms of the Liens that secure the obligations of the Company, subject to the terms of the Subordination Agreement. The Trustee and the Company hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and pursuant to the terms of the Security Documents and the Group Intercreditor DeedSubordination Agreement. Each Holder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Group Intercreditor Deed Subordination Agreement, in each case, as the same may be in effect or may be amended from time to time in accordance with their termsrespective terms and this Indenture and the Subordination Agreement, and authorizes and directs the Trustee and the Security Trustee Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) Subordination Agreement and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will Subject to the Subordination Agreement, the Company shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Security Trustee be filed pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will takeDocuments, and will do or cause its respective Subsidiaries to takebe done all such acts and things as may be reasonably required by the next sentence of this Section 16.01, upon request to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Trustee Notes secured hereby, according to the intent and the Security Trustee, purposes herein expressed. The Company shall take any and all actions reasonably and make all filings (including the filing of Uniform Commercial Code financing statements, continuation statements and amendments thereto) required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations obligations of the Issuer and the Guarantors hereunderCompany, a valid and enforceable perfected (to the extent such security interest can be perfected by filing a UCC financing statement) Lien and security interest in and on all of the relevant Collateral (subject to the terms of the Subordination Agreement and the Security Documents), in favor of the Trustee or Collateral Agent for the Security Trustee, as benefit of the case may beHolders.

Security Documents. The due and punctual payment of the principal of and interest, premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be become due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of and interest and Additional Amounts (Company pursuant to the extent permitted Notes or by law)any Guarantor pursuant to its Note Guarantees, if any, on the payment of all other Notes Obligations and the Notes Guarantees, and performance of all other monetary obligations of the Issuer Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or Notes, the Note Guarantees, according to Guarantees and the terms hereunder or thereunder, Security Documents are secured as provided in the Security Documents Documents, certain of which the Company and the Group Intercreditor DeedGuarantors have entered into simultaneously with the execution of this Indenture and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. Each Holder, by its acceptance thereof, The Company and each of the Guarantors consents and agrees to be bound by the terms of the Security Documents and the Group Intercreditor Deed Documents, as the same may be in effect or may be amended from time to time in accordance with their termstime, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and agrees to perform their respective its obligations and exercise their respective rights thereunder in accordance therewith. The Issuer Company and each of the Guarantors will deliver do or cause to be done all such acts and things as may be required by the Trustee copies provisions of all documents delivered to the Security Trustee pursuant to the Security Documents to assure and confirm to the Group Intercreditor Deed (Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as applicable). Each from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Company, the Issuer and the Guarantors Notes. The Company will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunderPriority Lien Obligations, a valid and enforceable perfected Lien in and on all the relevant Collateral in favor of the Collateral Trustee or for the Security Trusteebenefit of the Holders of Notes, as holders of other Priority Lien Obligations, to the case may beextent required by, and with the Lien priority required under, the Secured Debt Documents.

Security Documents. The due and punctual payment of the principal of of, premium and premium, interest and Additional Amounts, if any, on the Notes and the 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 of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations Obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or Notes, the Note Guarantees, the Intercreditor Agreement and the Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Second Lien Collateral Agent holds the Collateral as security for the benefit of the Holders, the Trustee and the Second Lien Collateral Agent and pursuant to the terms of the Security Documents and the Group Intercreditor DeedAgreement. Each Holder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Group Intercreditor Deed Agreement as the same may be in effect or may be amended from time to time in accordance with their termsterms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Trustee and the Security Trustee Second Lien Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable)Agreement. Each The Issuer shall deliver to the Second Lien Collateral Agent copies of all documents required to be filed pursuant to the Company, the Issuer and the Guarantors will takeSecurity Documents, and will do or cause its respective Subsidiaries to takebe done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, upon request to assure and confirm to the Second Lien Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Trustee Notes secured hereby, according to the intent and purposes herein expressed. The Issuer shall, and shall cause the Security TrusteeRestricted Subsidiaries of the Issuer to, take any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunderto the secured parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the relevant Collateral (subject to the terms of the Intercreditor Agreement and the Security Documents), in favor of the Second Lien Collateral Agent for the benefit of the Holders and the Trustee or the Security Trustee, as the case may besubject to no Liens other than Permitted Liens.

Security Documents. (a) The due and punctual payment of the principal of and premiumof, premium on, if any, interest and Additional Amounts, if any, on on, the Notes and the any 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 and of, premium on, if any, interest and Additional Amounts Amounts, if any (to the extent permitted by law), if any, on the Notes and the Notes GuaranteesNotes, any Note Guarantees and performance of all other monetary obligations of the Issuer and the any Guarantors to the Holders of Notes or the Trustee and the Security Agent under this Indenture, the Notes or the and any Note Guarantees, Guarantees according to the terms hereunder or thereunder, are secured by security interests granted in the Collateral as provided in the Security Documents Documents, the Intercreditor Agreement and any Additional Intercreditor Agreement and, on the Group Intercreditor Deed. Each HolderIssue Date, by its acceptance thereof, consents and agrees to the terms of Liens in the Collateral under the Security Documents and the Group Intercreditor Deed as the same may be set forth in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewithSchedule 1 hereof. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee Agent pursuant to the Security Documents Documents, and the Group Intercreditor Deed (Issuer and any Guarantors will, and the Issuer will cause each of its Restricted Subsidiaries to, do or cause to be done all such filings, acts and things as applicable). Each may be necessary or proper, or as may be required by the provisions of the CompanySecurity Documents, to assure and confirm to the Trustee that the Trustee and the Holders hold duly created, enforceable and perfected Liens as contemplated hereby and by the Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantees secured thereby, according to the intent and purposes herein expressed. Subject to the Agreed Security Principles, the Intercreditor Agreement and any Additional Intercreditor Agreement, the Issuer and the any Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the relevant Collateral ranking in favor right and priority of payment as set forth in this Indenture, the Trustee or Revolving Credit Facility, the Intercreditor Agreement and any Additional Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement. The parties hereby acknowledge and agree that any security may be subject to restrictions and limitations as described under the Agreed Security Trustee, as the case may be.Principles. 105

Security Documents. The EFIH’s Guarantee of the due and punctual payment of the principal of and principal, premium, interest and Additional Amounts, if any, and interest (including any Additional Interest) on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of principal, premium, if any, and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations Obligations of the Issuer and the Guarantors EFIH to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or the Note Guarantees(including, without limitation, its Guarantee thereof), according to the terms hereunder or thereunder, are secured as provided in the Security Documents Pledge Agreement and the Group Intercreditor DeedCollateral Trust Agreement. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents Pledge Agreement and Collateral Trust Agreement (including, without limitation, the Group Intercreditor Deed provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Collateral Trustee and and/or the Security Trustee (as the case may be) to enter into the relevant Pledge Agreement, the Collateral Trust Agreement and any other Security Documents and the Group Intercreditor Deed (as applicable) Document and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will EFIH, at its own expense, shall deliver to the Trustee copies of all documents delivered to the Security Collateral Trustee pursuant to the Security Documents Pledge Agreement and Collateral Trust Agreement, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Pledge Agreement or the Collateral Trust Agreement, to assure and confirm to the Trustee and the Group Intercreditor Deed (Collateral Trustee the security interest in the Collateral contemplated hereby, by the Pledge Agreement or any part thereof, as applicable). Each from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the CompanyNotes secured hereby, according to the Issuer intent and purposes herein expressed. Subject to the Guarantors will taketerms of the Pledge Agreement, and will cause EFIH, at its respective Subsidiaries to own expense, shall take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) Pledge Agreement to create and maintain, as security for the Obligations of the Issuer and the Guarantors EFIH hereunder, a valid and enforceable perfected Lien in and on all the relevant Collateral Collateral, in favor of the Collateral Trustee or for the Security Trusteebenefit of the Holders of Notes and future permitted Parity Lien Obligations, as superior to and prior to the case may berights of all third Persons and subject to no other Liens other than Permitted Liens.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption, special redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or the Note GuaranteesNotes, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents and the Group Intercreditor DeedDocuments. Each Holder, by its acceptance thereofof the Notes, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee copies of all documents delivered to the Security Trustee Securities Intermediary pursuant to the Security Documents Documents, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Group Intercreditor Deed (as applicable). Each provisions of the CompanySecurity Documents, to assure and confirm to the Issuer Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and the Guarantors will take, benefit of this Indenture and will cause its respective Subsidiaries to take, upon request of the Trustee Notes secured thereby, according to the intent and the Security Trustee, purposes herein and therein expressed. The Company shall take any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations obligations of the Issuer and the Guarantors Company hereunder, a valid and enforceable perfected Lien lien on and security interest in and on all the relevant Collateral Collateral, in favor of the Trustee and the Securities Intermediary for the benefit of the Holders and other Persons for whose benefit the Securities Intermediary or the Security Trustee, as applicable, acts pursuant to the case may beSecurity Documents.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on of, and interest on, the Notes and the Note Guarantees Securities when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes Securities and the Notes Guarantees, under this Indenture and performance of all other monetary obligations of the Issuer and the Guarantors Obligations with respect to the Holders of Notes or the Trustee under this IndentureSecurities, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents. The Issuers shall, and shall cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby and thereby, according to the intent and purposes herein and therxxx xxxressed. The Issuers shall, and shall cause each of its Restricted Subsidiaries to, take, upon request of the Trustee or the Collateral Agent, any and all actions required to cause the Security Documents to create and maintain, as security for the Group Intercreditor Deed. Obligations with respect to the Securities, valid and enforceable, perfected (except as expressly Each HolderHolder of a Security, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for the foreclosure and release of Collateral and indemnification of the Group Intercreditor Deed Collateral Agent) as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs (i) the Trustee and Collateral Agent, with respect to each of the Security Trustee Documents, and (ii) the Trustee, [with respect to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and Agreement], to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to ; [provided, however, that upon qualification of this Indenture with the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each TIA, if any provision of the CompanyIntercreditor Agreement limits, qualifies or conflicts with the duties imposed by the provisions of the TIA, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may beTIA shall control.]

Security Documents. (a) The due performance and full and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payabledue, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption acceleration or otherwise, and of the Notes Obligations, whether for payment of principal of or interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)Notes, if anyexpenses, on the Notes and the Notes Guaranteesindemnification or otherwise, and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Group Intercreditor DeedCompany hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Notes Secured Parties and pursuant to the terms of this Indenture and the Security Documents. Each Holder, by its acceptance thereofaccepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Group First Lien Intercreditor Deed Agreement as the same may be in effect or may be amended from time to time in accordance with their termsterms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs the Trustee and the Security Trustee Notes Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will Subject to the Applicable Collateral Limitations, the Company shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Security Trustee be filed pursuant to the Security Documents and to which the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will takeNotes Collateral Agent is a party, and will do or cause its respective Subsidiaries to takebe done all such acts and things as may be reasonably required to provide to the Notes Collateral Agent the security interest in the Collateral contemplated hereby and/or by the Security Documents or any part thereof, upon request as from time constituted, so far as to render the same available for the security and benefit of this Indenture and of the Trustee Notes secured hereby, according to the intent and purposes herein expressed. Subject to the Security TrusteeApplicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions reasonably and make all filings (including, without limitation, the filing of UCC financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant jurisdiction)) required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Notes Obligations of the Issuer Company and the Guarantors hereunderto the Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the relevant Collateral (subject to the terms of this Indenture and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Notes Secured Parties subject to no Liens other than Permitted Liens). Nothing hereunder shall require the Trustee or the Security Trustee, as Notes Collateral Agent to file any financing or continuation statements or record any documents or instruments in any public office at any time or otherwise perfect or maintain the case may beperfection of any lien or security interest in the Collateral.

Security Documents. The due and punctual payment of the principal of and interest, premium, interest if any, and Additional AmountsInterest, if any, on the Notes and the Note Guarantees when and as the same shall be become due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of and interest and Additional Amounts (Company pursuant to the extent permitted Notes or by law)any Guarantor pursuant to its Note Guaranties, if any, on the payment of all other Notes Obligations and the Notes Guarantees, and performance of all other monetary obligations of the Issuer Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or Notes, the Note Guarantees, according to Guaranties and the terms hereunder or thereunder, Security Documents are secured as provided in the Security Documents which the Company and the Group Intercreditor DeedGuarantors have entered into simultaneously with the execution of this 107 Indenture and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. Each Holder, by its acceptance thereof, The Company and each of the Guarantors consents and agrees to be bound by the terms of the Security Documents and the Group Intercreditor Deed Documents, as the same may be in effect or may be amended from time to time in accordance with their termstime, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and agrees to perform their respective its obligations and exercise their respective rights thereunder in accordance therewith. The Issuer Company and each of the Guarantors will deliver do or cause to be done all such acts and things as may be required by the Trustee copies provisions of all documents delivered to the Security Trustee pursuant to the Security Documents to assure and confirm to the Group Intercreditor Deed (Collateral Trustee the security interest in the Collateral contemplated by the Security Documents or any part thereof, as applicable). Each from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Company, the Issuer and the Guarantors Notes. The Company will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Priority Lien Obligations of the Issuer and the Guarantors hereunderany Subordinated Lien Obligations, a valid and enforceable perfected Lien in and on all the relevant Collateral in favor of the Collateral Trustee or for the Security Trusteebenefit of the Holders of Notes, as holders of other Priority Lien Obligations and any holders of Subordinated Lien Obligations, to the case may beextent required by, and with the Lien priority required under, the Secured Debt Documents.

Security Documents. The due and punctual payment of the principal of and premiumof, interest and Additional Amountspremium on, if any, on interest and Special Interest, if any, on, the Notes and the 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 and of, premium on, if any, interest and Additional Amounts Special Interest, if any (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors Company to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents and security documents which the Group Intercreditor DeedCompany has entered into simultaneously with the execution of this Indenture. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents security documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and directs the Trustee and the Security Trustee collateral trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) security documents and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer Company will deliver to the Trustee copies of all documents delivered to the Security Trustee collateral trustee pursuant to the Security Documents security documents, and will do or cause to be done all such acts and things as may be necessary, and as may be required by the provisions of the security documents, to assure and confirm to the Trustee and the Group Intercreditor Deed (collateral trustee the security interest in the Collateral contemplated hereby, by the security documents or any part thereof, as applicable). Each from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the CompanyNotes secured hereby, according to the Issuer intent and the Guarantors purposes herein expressed. The Company will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) security documents to create and maintain, as security for the Obligations of the Issuer and the Guarantors Company hereunder, a valid and enforceable perfected Parity Lien in and on all the relevant Collateral Collateral, in favor of the Trustee or collateral trustee for the Security Trusteebenefit of the Holders of Notes, as superior to and prior to the case may berights of all third Persons and subject to no Liens other than Permitted Liens.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on of, and interest on, the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guaranteesunder this Indenture, and performance of all other monetary obligations of the Issuer and the Guarantors Obligations with respect to the Holders of Notes or the Trustee under this IndentureNotes, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents Documents. The Trustee, the Company and the Group Subsidiary Guarantors hereby consent and agree that, with respect to that portion of the Collateral in which the security interest is being perfected by possession, the Revolving Credit Agent and/or the Senior Secured Notes Agent shall hold the Collateral for the benefit of the Trustee in accordance with the terms of the Intercreditor DeedAgreement, for the purpose of perfecting the Trustee's security interest therein [for so long as any obligations or commitments outstanding under the Revolving Credit Agreement or the obligations under the Senior Secured Notes]. The Company shall, and shall cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby and by the Security Documents, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby and thereby, according to the intent and purposes herein and therein expressed. The Company shall, and shall cause each of its Restricted Subsidiaries to, take, upon request of the Trustee or the Collateral Agent, any and all actions required to cause the Security Documents to create and maintain, as security for the Obligations, valid and enforceable, perfected (except as expressly provided herein or therein), Liens in and on all the Collateral, in favor of the Collateral Agent, superior to and prior to the rights of all third Persons, and subject to no other Liens, other than as provided herein and therein. Each HolderHolder of a Note, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed Agreement (including, without limitation, the provisions providing for the foreclosure and release of Collateral and indemnification of the Collateral Agent) as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs (i) the Trustee and Collateral Agent, with respect to each of the Security Trustee Documents, and (ii) the Trustee, with respect to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and Agreement, to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to ; PROVIDED, HOWEVER, that upon qualification of this Indenture with the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each TIA, if any provision of the CompanyIntercreditor Agreement limits, qualifies or conflicts with the duties imposed by the provisions of the TIA, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may beTIA shall control.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption, special redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or and the Note Subsidiary Guarantees, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents and the Group Intercreditor DeedDocuments. Each Holder, by its acceptance thereofof the Notes and the Note Guarantees, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Trustee and (and, if the Security Trustee is not the Collateral Trustee, the Collateral Trustee) to enter into the relevant such Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will deliver Arch Western shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee copies of all documents delivered to and any Collateral Trustee the Security Trustee pursuant to security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and the Group Intercreditor Deed (as applicable)Subsidiary Guarantees secured thereby, according to the intent and purposes herein and therein expressed. Each of the CompanyArch Western shall take, and shall cause the Issuer and the Subsidiary Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations obligations of the Issuer and the Guarantors hereunder, (x) a valid and enforceable perfected Lien on and security interest in and on all the relevant Collateral in favor of the Trustee for the benefit of itself and of the Holders, and (y) such Lien as a perfected Lien. Each of Arch Western and the Subsidiary Guarantors covenants and agrees that it shall execute, acknowledge and deliver to the Trustee (and, if the Trustee is not the Collateral Trustee, the Collateral Trustee) such further assignments, transfers, assurances or other instruments and shall do or cause to be done all such acts and things as may be necessary or proper to assure and confirm to the Trustee (and, if the Trustee is not the Collateral Trustee, the Collateral Trustee) its interest in the Collateral, or any part thereof, as from time to time constituted, and the right, title and interest in and to the Security Trustee, Documents so as to render the case may besame available for the security and benefit of this Indenture and of the Notes.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations All Obligations of the Issuer and the Guarantors to the Holders of Notes or and the Trustee under this Indenture, the Notes or Notes, the Note GuaranteesCommon Agreement and the Subsidiary Guarantees (collectively, according to the terms hereunder or thereunder, are "SECURED OBLIGATIONS") shall be secured as provided in by the Security Documents which the Issuer and the Group Intercreditor DeedGuaranteeing Parties have entered into simultaneously with the execution of this Indenture. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed Common Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver shall do or cause the Guarantors to do all such acts and things as may be necessary or proper, or as may be required by the Trustee copies provisions of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (Common Agreement, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as applicable). Each from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the CompanyNotes secured hereby, according to the intent and purposes herein expressed, subject to the Common Agreement. The Issuer and shall take, or shall cause the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, take any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunderSecured Obligations, a valid and enforceable perfected Lien in and on all the relevant Collateral Collateral, in favor of the Trustee or Collateral Agent and the Security Trustee, as the case may be, on the terms set forth in the Common Agreement. In the event of a conflict between this Indenture and the Common Agreement, the Common Agreement shall govern.

Security Documents. (a) The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, Note and performance of all other monetary obligations of the Issuer and the Guarantors Company to the Holders of Notes or the Trustee under this Indenture, Agreement and the Notes or the Note GuaranteesNote, according to the terms hereunder or thereunder, are secured as provided in the Security Documents and which the Group Intercreditor DeedCompany has entered into simultaneously with the execution of this Agreement. Each The Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms. The Company will do or cause to be done all such acts and things as may be required by applicable law or may be necessary or proper, and authorizes and directs or as may be required by the Trustee and provisions of the Security Trustee Documents, to enter into the relevant Security Documents assure and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver confirm to the Trustee copies of all documents delivered to Holders, the Security Trustee pursuant to security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and the Group Intercreditor Deed (as applicable). Each benefit of this Agreement and of the CompanyNote secured hereby, according to the Issuer intent and the Guarantors purposes herein expressed. The Company will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security TrusteeHolders, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors Company hereunder, a valid and enforceable perfected first priority Lien in and on all the relevant Collateral in favor Collateral, for the benefit of the Trustee or Holders, superior to and prior to the Security Trustee, as the case may berights of all third Persons and subject to no other Liens than Permitted Liens.

Security Documents. (a) The due and punctual payment of the principal of of, premium and premium, interest and Additional Amounts, if any, on the Notes and the 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 of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations Obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or Notes, the Note Guarantees, any Intercreditor Agreements and the Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Secured Notes Obligations, subject to the terms of any Intercreditor Agreements. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the Group any Intercreditor DeedAgreements. Each Holder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and the Group foreclosure of Collateral) and any Intercreditor Deed Agreements as the same may be in effect or may be amended from time to time in accordance with their termsterms and this Indenture and any Intercreditor Agreements, and authorizes and directs the Trustee and the Security Trustee Notes Collateral Agent to enter into the relevant Security Documents and on the Group Intercreditor Deed (as applicable) Issue Date and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Security Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Issuer will shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Security Trustee be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and the Group Intercreditor Deed (as applicable). Each benefit of this Indenture and of the CompanyNotes secured hereby, according to the intent and purposes herein expressed. The Issuer and the Guarantors will takeshall, at their sole expense and will cause its respective Subsidiaries subject to takethe other limitations set forth in Section 12.07, upon request take all actions (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to ensure the creation, perfection and priority (or continuance thereof) of the Trustee and security interests created or intended to be created by the Security Trustee, any and all actions reasonably required to cause Documents in the Collateral. Such security interests will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form reasonably satisfactory to the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may be.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional AmountsInterest, if any, on the Notes and the 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 and interest and Additional Amounts (to the extent permitted by law)Interest, if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors Issuers to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or the Note GuaranteesNotes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Issuers and the Group Guarantors have entered into simultaneously with the execution of this Indenture, subject to the terms of the Intercreditor DeedAgreement. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and directs the Trustee and the Security Trustee Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will Issuers shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Security Trustee Collateral Agent pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will takeDocuments, and will do or cause its respective Subsidiaries to takebe done all such acts and things as may be required by the next sentence of this Section 10.01, upon request of to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security TrusteeDocuments 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 Issuers shall take, and shall cause their Restricted Subsidiaries to take, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer Issuers and the Guarantors hereunder, a valid and enforceable perfected second-priority Lien and security interest in and on all the relevant Collateral Collateral, in favor of the Trustee or Collateral Agent for the Security Trusteebenefit of the Holders, as second in priority (subject to Permitted Liens) to any and all security interests at any time granted in the case may beCollateral to secure Credit Agreement Obligations.

Security Documents. (a) The due and punctual payment of the principal of of, and premiuminterest on, interest and Additional Amounts, if any, on the Notes and the Note Guarantees Securities when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption repurchase or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, premium on, if any, interest, on the Notes and the Notes Guarantees, Securities and performance of all other monetary obligations of the Issuer and the Guarantors Company to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or Securities (including the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents and the Group Intercreditor DeedDocuments. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including the provisions providing for foreclosure and release of any Collateral and authorizing the Group Intercreditor Deed Collateral Agents to enter into any Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and directs the Trustee and the Security Trustee Collateral Agents to enter into the relevant Security Documents (and the Group Intercreditor Deed (as applicableany amendments thereto) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer Company will deliver to the Trustee copies of all documents delivered to the Security Trustee Collateral Agents pursuant to the Security Documents Documents, and the Group Intercreditor Deed (Company will, and will cause each of its Subsidiaries to, do or cause to be done all such acts and things as applicable). Each may be necessary or proper, or as may be required by the provisions of the CompanySecurity Documents, to assure and confirm to the Issuer Trustee that the Collateral Agents hold, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected security interests as contemplated hereby and by the Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Securities and any Guarantee secured hereby, according to the intent and purposes herein expressed. The Company and the Guarantors will take, and the Company will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations obligations of the Issuer Company and the Guarantors hereunder, a valid and enforceable perfected Lien first priority security interest in and on all the relevant Collateral ranking in favor right and priority of the Trustee or payment as set forth in the Security Trustee, Documents and subject to no other Liens other than as permitted by the case may beterms of this Indenture.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional AmountsLiquidated Damages, if any, on the Notes and the 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 and interest and Additional Amounts Liquidated Damages (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors Company to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or the Note GuaranteesNotes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents security documents which the Company has entered into simultaneously with the execution of this Indenture and the Group Intercreditor Deedwhich is attached as Exhibits X-X hereto. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents security documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and directs the Trustee and the Security Trustee Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) security documents and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer Company will deliver to the Trustee copies of all documents delivered to the Security Trustee Collateral Agent pursuant to the Security Documents security documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the security documents, to assure and confirm to the Trustee and the Group Intercreditor Deed (Collateral Agent the security interest in the Collateral contemplated hereby, by the security documents or any part thereof, as applicable). Each from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the CompanyNotes secured hereby, according to the Issuer intent and the Guarantors purposes herein expressed. The Company will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) security documents to create and maintain, as security for the Obligations of the Issuer and the Guarantors Company hereunder, a valid and enforceable perfected second priority Lien in and on all the relevant Collateral security documents Collateral, in favor of the Trustee or Collateral Agent for the Security Trusteebenefit of the Holders of Notes, as superior to and prior to the case may berights of all third Persons and subject to no other Liens than Permitted Liens.

Security Documents. The due At any time after the execution and punctual payment delivery thereof, any of the principal Security Documents shall cease to be in full force and effect in accordance with the terms thereof or shall cease to give Agent for the benefit of the Lenders the Liens, rights, powers and premiumprivileges purported to be created thereby (including, without limitation, a first priority perfected security interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise(subject to Permitted Liens) in, and interest on Lien on, all of the overdue principal Collateral for which Agent or Collateral Agent has taken necessary actions to perfect its security interest), in favor of Agent, superior to and interest prior to the rights of all third Persons and Additional Amounts subject to no other Liens (except to the extent expressly permitted by lawherein or therein), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes ; or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided any Credit Party shall default in the Security Documents and the Group Intercreditor Deed. Each Holderdue performance or observance of any term, by covenant or agreement on its acceptance thereof, consents and agrees part to the terms be performed or observed pursuant to any of the Security Documents and such default shall continue beyond any grace period specifically applicable thereto pursuant to the Group Intercreditor Deed as terms of such Security Document. THEN, and in any such event (except an Event of Default specified in paragraph (g) or (h) of this Section) and at any time thereafter while an Event of Default is continuing, Agent may with the same may be in effect consent of Required Lenders, and at the direction of the Required Lenders shall, take one or may be amended from time to time more of the following actions: (A) declare the Revolving Commitments terminated, whereupon the Revolving Commitment(s) of each Lender hereunder shall terminate immediately and all fees and other amounts accrued in accordance with their this Agreement shall forthwith become due and payable without any other notice of any kind; (B) declare all sums then owing by Borrower hereunder and under the Notes to be forthwith due and payable, whereupon all such sums shall become and be immediately due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Borrower; (C) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law and (D) terminate any Letter of Credit which may be terminated in accordance with its terms, (iv) direct Borrower to pay (and authorizes and directs Borrower agrees that upon receipt of such notice, or upon the Trustee and the Security Trustee occurrence of any Event of Default specified in Section 9.1(g) or Section 9.1(h) with respect to enter into the relevant Security Documents and the Group Intercreditor Deed (Borrower it will pay) to Agent such additional amount of cash, to be held as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver security by Agent, as is equal to the Trustee copies aggregate Stated Amount of all documents delivered to Letters of Credit issued for the Security Trustee pursuant to the Security Documents account of Borrower and the Group Intercreditor Deed its subsidiaries and then outstanding, provided, however, that if an Event of Default specified in paragraph (as applicable). Each g) or (h) of the Companythis Section shall occur, the Issuer and result which would occur upon the Guarantors will take, and will cause its respective Subsidiaries giving of notice by Agent to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintainBorrower, as security for specified in clauses (A) or (B) above, shall occur automatically without the Obligations giving of any such notice. Promptly following the Issuer making of any such declaration, Agent shall give notice thereof to Borrower and each Lender, but failure to notify any Person shall not impair the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor effect of the Trustee or the Security Trustee, as the case may besuch declaration.

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

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the 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 and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or and the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and the Group Guarantors have entered into prior to and simultaneously with the execution of this Indenture, subject to the terms of the Intercreditor DeedAgreement. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed Agreement (including the provisions providing for foreclosure and release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their termsthe terms thereof and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreement and other documents referenced in the Intercreditor Agreement in connection therewith, confirms and ratifies each prior entry by the Collateral Agent into any Security Documents and the Intercreditor Agreement executed prior to the date hereof, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and Collateral Agent to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will Company and the Guarantors shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Security Trustee Collateral Agent pursuant to the Security Documents Documents, and will do or cause to be done all such acts and things as may be required by the next sentence of this Section 11.01, to assure and confirm to the Trustee and the Group Intercreditor Deed (Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as applicable)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. Each of the Company, the Issuer Company and the Guarantors will shall take, and will shall cause its respective the Restricted Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer Company and the Guarantors hereunder, a valid and enforceable perfected second-priority Lien and security interest in and on all the relevant Collateral Collateral, in favor of the Trustee or Collateral Agent for the Security Trusteebenefit of the Holders, as second in priority (subject to Collateral Permitted Liens) to any and all security interests at any time granted in the case may beCollateral to secure the First-Lien Obligations.

Security Documents. The (a) Subject to the Guaranty and Security Principles, the due and punctual payment of the principal of of, premium and premium, interest and (including Additional Amounts, if any, ) on the Notes and the Note Guarantees Securities when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, Securities and performance of all other monetary obligations Obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or Securities, the Note GuaranteesGuarantees and the Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds the security interest in the Collateral for the benefit of itself, the Holders and the Trustee and pursuant to the terms of this Indenture, the Security Documents and the Group First Lien Intercreditor DeedAgreement. Each Holder, by its acceptance thereofaccepting a Security, and each beneficial owner of an interest in a Security, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Group First Lien Intercreditor Deed Agreement as the same may be in effect or may be amended from time to time in accordance with their termsterms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs the Trustee and the Security Trustee Collateral Agent to enter into the relevant Security Documents and the Group First Lien Intercreditor Deed (as applicable) Agreement and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Subject to the Guaranty and Security Principles, the Issuer will shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Security Trustee be filed pursuant to the Security Documents 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 Group Intercreditor Deed (next sentence of this Section 10.01, to provide to the Collateral Agent the security interest in the Collateral contemplated hereby and/or by the Security Documents or any part thereof, as applicable). Each from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the CompanySecurities secured hereby, according to the intent and purposes herein expressed. Subject to the Guaranty and Security Principles, the Issuer and the Guarantors will takeshall, and will shall cause its respective the Subsidiaries to take, upon request of the Trustee and the Security TrusteeIssuer to, take any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant Security Jurisdiction)) required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Notes Obligations of the Issuer and the Guarantors hereunderto the Notes Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the relevant Collateral (subject to the terms of the First Lien Intercreditor Agreement, any other Acceptable Intercreditor Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the Holders and the Trustee or the Security Trustee, as the case may besubject to no Liens other than Permitted Liens.

Security Documents. The From and after the Issue Date, the due and punctual payment of the principal of and of, premium, interest and Additional Amounts, if any, or interest on the Secured Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturityMaturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, premium, if any, or interest on the Secured Notes and the Notes Guarantees, and performance of all other monetary obligations Obligations of the Issuer Issuers and the Guarantors to the Holders of Notes or the Trustee under this Indenture, such Secured Notes, the Notes or related Note Guarantees and the Note GuaranteesSecurity Documents with respect to the Secured Notes, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents Documents, which define the terms of the Liens that secure First Lien Notes Obligations. The Trustee, the Issuers and the Group Intercreditor DeedGuarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents. Each Holder, by its acceptance thereofaccepting a Secured Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and the Group Intercreditor Deed foreclosure of Collateral) as the same may be in effect or may be amended from time to time in accordance with their termsterms and this Indenture, and authorizes and directs the Trustee and the Security Trustee Notes Collateral Agent to enter into the relevant Security Documents on the Issue Date, and at any time after the Group Intercreditor Deed (as Issue Date, if applicable) , and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will Upon the execution and delivery of the Security Documents, the Issuers shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Security Trustee be filed pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will takeDocuments, and will do or cause its respective Subsidiaries to takebe done all such acts and things as may be reasonably required by the next sentence of this Section 12.01, upon request to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Trustee Secured Notes secured hereby, according to the intent and purposes herein expressed. The Issuers and Holdings shall, and shall cause the Security TrusteeGuarantors (other than Holdings) to, take any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer Issuers and the Guarantors hereunderto the secured parties under this Indenture, the Secured Notes, the Note Guarantees and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the relevant Collateral (subject to the terms of the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Holders and the Trustee subject to no Liens other than Permitted Liens. It is further understood and agreed that there shall be no Security Document (or other security agreements or pledge agreements) governed under the Security Trustee, as the case may belaws of any non-U.S. jurisdiction.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees Securities when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, Securities and performance of all other monetary obligations Security Obligations of the Issuer Company and the Guarantors to the Holders of Notes or the Trustee or the Collateral Agent under this Indenture, the Notes or Securities and the Note GuaranteesSecurity Documents, according to the terms hereunder or and thereunder, are secured as provided in the Security Documents which define the terms of the Liens that secure the Security Obligations, and provide that the Liens granted thereunder secure the Obligations on a first-priority basis. The Trustee and the Group Intercreditor DeedCompany hereby acknowledge and agree that the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of the Trustee and the Holders, in each case pursuant to the terms of the Security Documents. Each Holder, by its acceptance thereofaccepting a Security, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Trustee and the Security Trustee Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Security Trustee Collateral Agent pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will takeDocuments, and will do or cause its respective Subsidiaries to takebe done all such acts and things as may be required by the next sentence of this Section 11.01, upon request of to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security TrusteeDocuments or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Subsidiaries to take, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Security Obligations of the Issuer Company and the Guarantors hereunderhereunder and thereunder, a valid and enforceable perfected first-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the relevant Collateral Collateral, in favor of the Collateral Agent for the benefit of the Holders. If the Company or any Guarantor shall at any time acquire any real property or other interest in real property (other than a leasehold interest) described in the definition of Collateral that is not covered by the Mortgages running to the benefit of the Trustee or the Security Collateral Agent that are executed on or before the date of the Indenture, then within 30 days of such acquisition the Company or such Guarantor shall execute, deliver and record a supplement to the Mortgages running to the benefit of the Trustee or the Collateral Agent that are executed on or before the date of the Indenture, reasonably satisfactory in form and substance to the Trustee, as subjecting such real property or other interests in real property to the case may beLien created by such Mortgage. If requested by the Trustee, the Company or such Guarantor shall obtain an appropriate title policy or endorsement or supplement to the title policy insuring the Trustee's Liens in such additional interests in real property, subject only to Permitted Prior Liens.

Security Documents. The due and punctual payment of the principal of of, premium and premium, interest and Additional Amounts, if any, in- terest on the Notes and the 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 of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations Notes Obligations of the Issuer Company and the Guarantors to the Holders of Notes Holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture, the Notes or Notes, the Note Guarantees, the Intercreditor Agreements and the Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Notes Collat- eral Agent and pursuant to the terms of the Security Documents and the Group Intercreditor DeedAgreements. Each Holder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Group Intercreditor Deed Agreements as the same may be in effect or may be amended from time to time in accordance with their termsterms and this Indenture and the Intercredi- tor Agreements, and authorizes and directs the Trustee and the Security Trustee Notes Collateral Agent to enter into the relevant Security Documents on the date hereof and the Group Intercreditor Deed (as Agreements on the Escrow Release Date, and at any time after Escrow Release Date, if applicable) , and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Security Trustee be filed pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will takeDocuments, and will do or cause its respective Subsidiaries to takebe done all such acts and things as may be reasonably required by the next sentence of this Section 11.01, upon request to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Trustee Notes secured hereby, accord- ing to the intent and purposes herein expressed. The Company shall, and shall cause the Security TrusteeRestricted Subsidiaries of the Company to, take any and all actions reasonably and make all filings (including the filing of UCC or PPSA financing state- ments and continuation statements and amendments thereto and similar filings required under applicable law) re- quired to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Notes Obligations of the Issuer Compa- ny and the Guarantors hereunderto the secured parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Security Documents, a valid and enforceable perfected Lien and security interest in and on all of the relevant Collateral (subject to the terms of the Intercreditor Agreements and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Holders, the Trustee or and the Security Trustee, as the case may beNotes Collateral Agent subject to no Liens other than Permitted Liens.

Security Documents. (a) The Company acknowledges that due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors Company to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or the Note GuaranteesNotes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents and the Group Intercreditor DeedDocuments. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder as a Secured Party in accordance therewith. The Issuer Company will deliver do or cause to be done all such acts and things as may be required by applicable law or may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee copies of all documents delivered to the Security Trustee pursuant to security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and the Group Intercreditor Deed (as applicable). Each benefit of this Indenture and of the CompanyNotes secured hereby, according to the Issuer intent and the Guarantors purposes herein expressed. The Company will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors Company hereunder, a valid and enforceable perfected first priority Lien in and on all the relevant Collateral Collateral, in favor of the Trustee or the Security Trustee, as Secured Party, for the case may bebenefit of the Holders, superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens.

Security Documents. (a) The due and punctual payment of the principal of of, premium and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations Obligations of the Issuer and the Guarantors to the Holders of Notes Holders, the Trustee or the Collateral Trustee under this Indenture, the Notes or Notes, the Note GuaranteesGuarantees and the Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents Documents, which define the terms of the Liens that secure First Lien Notes Obligations, subject to the terms of the Collateral Trust Agreement and the Group Parity Lien Intercreditor DeedAgreement. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Collateral Trustee holds the Collateral in trust for the benefit of the Holders, the Trustee and the Collateral Trustee (and the holders of Parity Lien Obligations as provided therein) and pursuant to the terms of the Security Documents. Each Holder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and the Group Intercreditor Deed foreclosure of Collateral), each as the same may be in effect or may be amended from time to time in accordance with their termsterms and this Indenture, and authorizes and directs the Trustee and the Security Collateral Trustee to enter into the relevant Security Documents (including the Collateral Trust Agreement) and the Group Access and Use Rights Agreement on the Issue Date, the Security Documents (including the Parity Lien Intercreditor Deed (as Agreement or Junior Lien Intercreditor Agreement, if any), at any time after the Issue Date, if applicable) , and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will shall deliver to the Collateral Trustee copies of all documents delivered required to the Security Trustee be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1 to assure and confirm to the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and the Group Intercreditor Deed (as applicable). Each benefit of this Indenture and of the CompanyNotes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the Collateral Trust Agreement, the Issuer and the Guarantors will takeshall execute, and will file or cause its respective Subsidiaries to take, upon request the filing of the Trustee and the Security Trustee, any and all actions reasonably further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law in order to cause grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Collateral. For the avoidance of doubt, subject to the Collateral Trust Agreement, the Trustee, in each of its capacities hereunder, including as Collateral Trustee, shall have no obligation to file or cause the filing of any and the Group Intercreditor Deed all further documents, financing statements (as applicable) including continuation statements and amendments to create financing statements), agreements and instruments, or take any further action that may be required under applicable law in order to grant, preserve, maintain, as security for protect and perfect (or continue the Obligations perfection of) the validity and priority of the Issuer Liens and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee security interests created or intended to be created by this Indenture and/or the Security Trustee, as Documents in the case may beCollateral.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, and interest on the Notes 2018 Securities and the Note Guarantees 2018 Interest Securities when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and premium, if any, and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and 2018 Securities and/or the Notes Guarantees, 2018 Interest Securities and performance of all other monetary obligations of the Issuer and the Guarantors Company to the Holders of Notes the 2018 Securities and/or the 2018 Interest Securities or the Trustee under this Indenture, Indenture and the Notes or 2018 Securities and the Note Guarantees2018 Interest Securities, according to the terms hereunder or thereunder, are secured as provided in the Security Documents and Pledge Agreement (the “Security and Pledge Agreement”) duly executed by the Company, U.S. Bank National Association, as collateral agent (the “Collateral Agent”) and the Group Intercreditor DeedTrustee. Each HolderHolder of the 2018 Securities and/or the 2018 Interest Securities, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed Pledge Agreement as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and directs the Trustee and the Security Trustee Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) Pledge Agreement and any other Security Document, if necessary, and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will deliver Subject to the Trustee copies terms of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of Pledge Agreement, the Company, the Issuer and the Guarantors will takeat its own expense, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, shall take any and all actions reasonably required necessary to cause the Security Documents and the Group Intercreditor Deed (as applicable) Pledge Agreement to create and maintain, as security for the Obligations obligations of the Issuer and the Guarantors Company hereunder, a valid and enforceable perfected Lien lien in and on all the relevant Collateral Collateral, in favor of the Trustee or Collateral Agent for the Security Trusteebenefit of the Holders of the 2018 Securities and the 2018 Interest Securities and those certain 5.465% Contingent Value Rights, as superior to and prior to the case may berights of all third Persons and subject to no other liens pursuant to Section 12.14 hereof.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Senior Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption, special redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Senior Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture, Inden- ture and the Notes or the Note GuaranteesSenior Notes, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents and the Group Intercreditor DeedDocuments. Each Holder, by its acceptance thereofof the Senior Subordinated Notes, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee copies of all documents delivered to the Security Trustee Securities Intermediary pursuant to the Security Documents Documents, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Group Intercreditor Deed (as applicable). Each provisions of the CompanySecurity Documents, to assure and confirm to the Issuer Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and the Guarantors will take, benefit of this Indenture and will cause its respective Subsidiaries to take, upon request of the Trustee Senior Notes secured thereby, according to the intent and the Security Trusteepurposes herein and therein expressed. The Company shall take, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations obligations of the Issuer and the Guarantors Company hereunder, a valid and enforceable perfected Lien lien on and security interest in and on all the relevant Collateral Collateral, in favor of the Trustee Securities Intermediary for the benefit of the Holders and other Persons for whose benefit the Securities Intermediary or the Security Trustee, as applicable, acts pursuant to the case may beSecurity Documents.

Security Documents. (a) The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or the Note GuaranteesNotes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and the Group Intercreditor DeedGuarantors has entered into simultaneously with the execution of this Indenture and which is attached as Exhibit D hereto. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder as a Secured Party in accordance therewith. The Issuer Company will deliver do or cause to be done all such acts and things as may be required by applicable law or may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee copies of all documents delivered to the Security Trustee pursuant to security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and the Group Intercreditor Deed (as applicable). Each benefit of this Indenture and of the CompanyNotes secured hereby, according to the Issuer intent and the Guarantors purposes herein expressed. The Company will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer Company and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the relevant Collateral Collateral, in favor of the Collateral Agent and the Trustee or for the Security Trusteebenefit of the Holders, as superior to and prior to the case may berights of all third Persons and subject to no other Liens than Permitted Liens.

Security Documents. (a) The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors Company to the Holders of Notes holders or the Trustee under this Indenture, Indenture and the Notes or the Note GuaranteesNotes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and Mx. Xxxx You-Bin has entered into simultaneously with the Group Intercreditor Deedexecution of this Indenture and which is attached as Exhibit E hereto. Each Holderholder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder as a Secured Party in accordance therewith. The Issuer Company will deliver do or cause to be done all such acts and things as may be required by applicable law or may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee copies of all documents delivered to the Security Trustee pursuant to security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and the Group Intercreditor Deed (as applicable). Each benefit of this Indenture and of the CompanyNotes secured hereby, according to the Issuer intent and the Guarantors purposes herein expressed. The Company will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors Company hereunder, a valid and enforceable perfected first priority Lien in and on all the relevant Collateral Collateral, in favor of the Trustee or the Security Trustee, as Secured Party, for the case may bebenefit of the holders, superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by lawLaw), if any, on the Notes and the Notes Note Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents and the Group Intercreditor Deed. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes 163 and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may be.

Security Documents. The due and punctual payment of the principal of and premium, interest and (including Additional AmountsInterest, if any, ) on the Notes and the Note Guarantees Securities when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and (including Additional Amounts (to the extent permitted by law)Interest, if any, ) on the Notes and the Notes Guarantees, Securities and performance of all other monetary obligations of the Issuer Company and the Note Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or the Note GuaranteesSecurities, according to the terms hereunder or thereunder, are secured as provided in the Security Documents and Documents, subject to the Group terms of the Intercreditor DeedAgreement. Each Holder, by its acceptance thereof, consents and agrees to all of the terms of the Security Documents (including the provisions providing for foreclosure and release of Collateral) and the Group Intercreditor Deed Agreement as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Trustee and the Security Trustee Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) Agreement and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee (if it is not then the Collateral Agent) copies of all documents delivered to the Security Trustee Collateral Agent pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will takeDocuments, and will do or cause its respective Subsidiaries to takebe done all such acts and things as may be required by the next sentence of this Section 10.01, upon request of to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security TrusteeDocuments or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Restricted Subsidiaries to take, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer Company and the Note Guarantors hereunder, a valid and enforceable perfected second-priority Lien and security interest in and on all the relevant Collateral (subject to the terms of the Intercreditor Agreement), in favor of the Trustee or Collateral Agent for the Security Trusteebenefit of the Holders, as second in priority (subject to Permitted Liens) to any and all security interests at any time granted in the case may beCollateral to secure Credit Agreement Obligations.

Security Documents. The due and punctual payment of the principal of and premiumof, interest and Additional Amountspremium on, if any, on and interest on, the Notes and the 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 of, premium on, if any, and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors Company to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents and Documents, which the Group Intercreditor DeedCompany has entered into simultaneously with the execution of this Indenture. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and directs the Trustee and the Security Trustee Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer Company will deliver to the Trustee copies of all documents delivered to the Security Trustee Collateral Agent pursuant to the Security Documents Documents, and will do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Group Intercreditor Deed (Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as applicable). Each from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the CompanyNotes secured hereby, according to the Issuer intent and the Guarantors purposes herein expressed. The Company will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, take any and all actions necessary or proper or as may be reasonably required requested by the Collateral Agent to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors Company hereunder, a valid and enforceable perfected second priority Lien in and on all the relevant Collateral Collateral, in favor of the Trustee or Collateral Agent for the Security Trusteebenefit of the Holders of Notes, as superior to and prior to the case may berights of all third Persons and subject to no other Liens other than Permitted Prior Liens.

Security Documents. The due and punctual payment of the principal of and premiumof, interest and Additional Make Whole Amounts, if any, on premium on, if any, and interest, if any, on, the Notes and the 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 of, premium on, if any, and interest and Additional Amounts interest, if any (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors Obligors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or the Note GuaranteesNotes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents and which the Group Intercreditor DeedObligors have entered into simultaneously with the execution of this Indenture. Each Holder, by its acceptance thereofhereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral (as defined in the Group Intercreditor Deed Security Documents)) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and directs the Trustee and the Security Trustee Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer Obligors will deliver 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 provisions of the Security Documents, to assure and confirm to the Trustee copies of all documents delivered to NY\5800144.17 and the Security Trustee pursuant to Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and the Group Intercreditor Deed (as applicable). Each benefit of this Indenture and of the CompanyNotes secured hereby, according to the Issuer intent and the Guarantors purposes herein expressed. The Obligors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, take any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors Obligors hereunder, a valid and enforceable perfected first priority Lien in and on all the relevant Collateral Collateral, in favor of the Collateral Agent for the benefit of the Holders, superior to and prior to the rights of all third Persons and subject to no other Liens, in each case, other than Permitted Liens. In the event of any conflict between the provisions set forth in this Indenture or any Security Document and those set forth in the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall supersede and control the terms and provisions of this Indenture or any such other Security Document. The Collateral Agent is hereby appointed by the Obligors to be the agent for and representative of the Trustee for the benefit of the Holders with respect to the Security Documents, and each of the Holders hereby authorizes and directs each of the Trustee and the Collateral Agent to execute, deliver and perform each of the Security Documents to which the Trustee or the Security TrusteeCollateral Agent, as the case may be, is or is intended to be a party, and each Holder agrees to be bound by all of the agreements of the Trustee and the Collateral Agent contained in the Security Documents. The Collateral Agent is further authorized and directed by the Holders to, and shall, enter into one or more joinder agreements under the Intercreditor Agreement and/or the Depositary Agreement, in any case, pursuant to the terms thereof. The due and punctual payment of the principal of, Make Whole Amounts, if any, premium on, if any, and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest, if any (to the extent permitted by law), on the Notes is guaranteed by each of the Guarantors pursuant to the Guarantee. Each Holder, by its acceptance hereof, consents and agrees to the terms of the Guaranty as the same may be in effect or may be amended from time to time in accordance with its terms and the terms of the Financing Documents and authorizes and directs the Collateral Agent to enter into the Guaranty and to perform its obligations and exercise its rights thereunder in accordance therewith. Neither the Trustee (in its capacity as such) nor any of its respective officers, directors, employees, attorneys or agents shall be responsible or liable for (i) the legality, enforceability, effectiveness or sufficiency of the Security Documents, (ii) the creation, perfection, priority, sufficiency, maintenance, renewal or protection of any Lien, (iii) the filing in any public office or with any agency or regulatory body of any perfection statement, maintenance statement, regulatory filing or any other document, (iv) for any defect or deficiency as to any such matters, (v) or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so or (vi) for any delay caused by soliciting the consent or direction of the appropriate percentage of Holders of the aggregate principal amount of the then outstanding Notes.

Security Documents. (a) The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors Company to the Holders of Notes holders or the Trustee under this Indenture, Indenture and the Notes or the Note GuaranteesNotes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company has entered into simultaneously with the execution of this Indenture and the Group Intercreditor Deedwhich is attached as Exhibit E hereto. Each Holderholder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder as a Secured Party in accordance therewith. The Issuer Company will deliver do or cause to be done all such acts and things as may be required by applicable law or may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee copies of all documents delivered to the Security Trustee pursuant to security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and the Group Intercreditor Deed (as applicable). Each benefit of this Indenture and of the CompanyNotes secured hereby, according to the Issuer intent and the Guarantors purposes herein expressed. The Company will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors Company hereunder, a valid and enforceable perfected first priority Lien in and on all the relevant Collateral Collateral, in favor of the Trustee or the Security Trustee, as Secured Party, for the case may bebenefit of the holders, superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees Securities when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, Securities and performance of all other monetary obligations of the Issuer Company and the Subsidiary Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or the Note GuaranteesSecurities, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and the Group Subsidiary Guarantors have entered into simultaneously with the execution of this Indenture, subject to the terms of the Intercreditor DeedAgreement. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and directs the Trustee and the Security Trustee Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will Company and Subsidiary Guarantors shall deliver to the Trustee copies of all documents delivered to the Security Trustee Collateral Agent pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will takeDocuments, and will do or cause its respective Subsidiaries to takebe done all such acts and things as may be required by the next sentence of this Section 15.01, upon request of to assure and confirm to the Trustee and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security TrusteeDocuments or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, and shall cause its Restricted Subsidiaries to take, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer Company and the Subsidiary Guarantors hereunder, a valid and enforceable perfected third priority Lien and security interest in and on all the relevant Collateral Collateral, in favor of the Trustee or Collateral Agent for the Security Trusteebenefit of the Holders, as third in priority (subject to Permitted Liens) to any and all security interests at any time granted in the case may beCollateral to secure Credit Agreement Obligations.

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturitythe Stated Maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer Company and the Subsidiary Guarantors to the Holders of Notes or the Indenture Trustee under this IndentureIndenture and the Subsidiary Guarantees with respect to the Notes, and the Notes or the Note GuaranteesNotes, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents Documents, which the Company, the Subsidiary Guarantors and the Group Intercreditor DeedIndenture Trustee have entered into simultaneously with the execution of this Indenture. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their termsits terms and Article 9 hereof, and authorizes and directs the Trustee and the Security Trustee Indenture Trustee, in its capacity as Collateral Agent, to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Indenture Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Security Trustee Collateral Agent pursuant to the Security Documents Documents, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the next sentence of this Section 10.01, to assure and confirm to the Indenture Trustee and the Group Intercreditor Deed (Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as applicable). Each from time to time constituted, so as to render the same available for the security and benefit of the Companythis Indenture with respect to, and of, the Issuer Notes, according to the intent and the Guarantors will purposes herein expressed. The Company shall take, and will shall cause its respective the Restricted Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintainmaintain (to the extent possible under applicable law), as security for the Obligations of the Issuer and the Guarantors Company hereunder, a valid and enforceable perfected first priority Lien in and on all the relevant Collateral Collateral, in favor of the Collateral Agent for the benefit of the Indenture Trustee or and the Security TrusteeHolders of Notes, as superior to and prior to the case may berights of all third Persons and subject to no other Liens. Notwithstanding the foregoing, if the Company complies with the provisions of the final two sentences of clause (b) of Section 4.22 and, in accordance with such provisions, it is not required to register the Open Pledge of Commercial Establishment Agreements, it shall not be deemed in violation of this Section 10.01 with respect to failure to register the Open Pledge of Commercial Establishment Agreements with Colombian governmental authorities.

Security Documents. The On the date of this Indenture, the Company shall fund a Debt Service Reserve Account with cash and Time Deposits (as defined in the Account Management Agreement) purchased with the net proceeds from the sale of the Notes in an aggregate amount that, when such Cash Equivalents mature, would provide sufficient monies to pay interest due and punctual in respect of the Notes (i) for the first two Interest Payment Dates at any time until payment of interest in respect of the principal first Interest Payment Date has been made and (ii) at all times thereafter, for the next following Interest Payment Date. Amounts on deposit in the Debt Service Reserve Account will be available to the Company in the event that the Company lacks sufficient funds on an Interest Payment Date or the maturity date to make payments of and premiumprincipal, interest and Additional Amounts, if any, on the Notes. Pursuant to an account management agreement (the “Account Management Agreement”), an account manager (the “Account Manager”) will act as agent for the Trustee, on behalf of the Holders of Notes with respect to the amounts deposited in the Debt Service Reserve Account. The due and punctual payment of the Note Guarantees principal of 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 and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes GuaranteesNotes, and performance of all other monetary obligations Note Obligations of the Issuer and obligors, together with Hedging Obligations of the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note GuaranteesCompany, according to the terms hereunder or thereunder, are secured on a pari passu basis among the Secured Parties, as provided in the Security Documents and which the Group Intercreditor DeedCompany has entered into simultaneously with the execution of this Indenture. Each Holder, by its acceptance thereofof the Notes, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder as Secured Parties in accordance therewith. The Issuer Company will deliver do or cause to be done all such acts and things as may be required by applicable law or may be necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee copies of all documents delivered to the Security Trustee pursuant to security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and the Group Intercreditor Deed (as applicable). Each benefit of this Indenture and of the CompanyNotes secured hereby, according to the Issuer intent and the Guarantors purposes herein expressed. The Company will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, take any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunderNote Obligations, a valid and enforceable perfected first priority Lien in and on all the relevant Collateral Collateral, in favor of the Collateral Agent, the Trustee or for the Security Trusteebenefit of the Holders and the counterparty under the Hedging Obligations of the Company, as Secured Parties (the case may be.“Secured Parties”), superior to and prior to the rights of all third Persons and subject to no other Liens than Permitted Liens. If at any time after the Issue Date there is a change in PRC law or interpretation in PRC law under which the encumbrance of the PRC Subsidiary’s assets or Property by a Lien is permissible and reasonably practicable, then the Company shall cause the PRC Subsidiary to, concurrently:

Security Documents. The due and punctual payment of the principal of and of, premium, interest and Additional Amounts, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, premium, if any, and interest on the Notes and the Notes Guarantees, and performance of all other monetary obligations Obligations of the Issuer Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or the Note GuaranteesNotes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which define the terms of the Liens that secure the Obligations and provide that the Group Intercreditor DeedLiens granted thereunder secure the Obligations on a first-priority basis, but subject to any Permitted Liens that may have priority over the Lien and security interests created by the Security Documents. Each Holder, by its acceptance thereofof a Note, consents and agrees to all of the terms of the Security Documents (including the provisions providing for the exercise of remedies and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Security Trustee Collateral Agent pursuant to the Security Documents Documents, and the Group Intercreditor Deed (Company and the Parent will do or cause to be done all such acts and things as applicable). Each may be required by the next sentence of this Section 10.01, to assure and confirm to the Trustee the Liens upon the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the CompanyObligations secured hereby, according to the Issuer intent and purposes herein expressed. The Company and the Guarantors will Parent shall take, and will shall cause its respective the Restricted Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer Company and the Guarantors hereunder, a valid and enforceable perfected first-priority Lien in and on all the relevant Collateral Collateral, in favor of the Trustee or Collateral Agent for the ratable benefit of the Holders, but subject to any Permitted Liens that may have priority over the Lien and security interests created by the Security Trustee, as Documents. The Trustee and the case may beCompany hereby acknowledge and agree that the Collateral Agent holds the Collateral for the ratable benefit of the Holders and the Trustee pursuant to the terms of the Indenture and the Security Documents.

Security Documents. (a) The due and punctual payment of the principal of of, premium and premium, interest and Additional Amounts, if any, on the Notes and the 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 redemption, or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations Obligations of the Issuer and the Guarantors Guarantor to the Holders of Notes Holders, the Trustee or the Collateral Trustee under this Indenture, the Notes or Notes, the Note GuaranteesGuarantee and the Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents Documents, which define the terms of the Liens that secure the Second Priority Lien Obligations, subject to the terms of the Junior Lien Intercreditor Agreement. The Trustee, the Issuer and the Group Intercreditor DeedGuarantor hereby acknowledge and agree that the First Lien Notes Collateral Trustee holds the Collateral in trust for the benefit of the Holders, the Trustee and the Collateral Trustee (and the holders of Parity Lien Obligations as provided therein) and pursuant to the terms of the Security Documents. Each Holder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and the Group Intercreditor Deed foreclosure of Collateral), each as the same may be in effect or may be amended from time to time in accordance with their termsterms and this Indenture, and authorizes and directs the Trustee and the Security Collateral Trustee to enter into the relevant Security Documents and (including the Group Junior Lien Intercreditor Deed (as Agreement) on the Issue Date, the Security Documents at any time after the Issue Date, if applicable) , and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will shall deliver to the Collateral Trustee copies of all documents delivered required to the Security Trustee be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1 to assure and confirm to the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and the Group Intercreditor Deed (as applicable). Each benefit of this Indenture and of the CompanyNotes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date, the Issuer and the Guarantors will takeGuarantor shall execute, and will file or cause its respective Subsidiaries to take, upon request the filing of the Trustee and the Security Trustee, any and all actions reasonably further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under applicable law in order to cause grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Collateral. For the avoidance of doubt, the Trustee, in each of its capacities hereunder, including as Collateral Trustee, shall have no obligation to file or cause the filing of any and the Group Intercreditor Deed all further documents, financing statements (as applicable) including continuation statements and amendments to create financing statements), agreements and instruments, or take any further action that may be required under applicable law in order to grant, preserve, maintain, as security for protect and perfect (or continue the Obligations perfection of) the validity and priority of the Issuer Liens and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee security interests created or intended to be created by this Indenture and/or the Security Trustee, as Documents in the case may beCollateral.

Security Documents. (a) The due performance and full and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payabledue, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption acceleration or otherwise, and of the Notes Obligations, whether for payment of principal of or interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)Notes, if anyexpenses, on the Notes and the Notes Guaranteesindemnification or otherwise, and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents 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 Group Intercreditor DeedCompany hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Secured Parties and pursuant to the terms of this Indenture and the Security Documents. Each Holder, by its acceptance thereofaccepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Group First Priority Intercreditor Deed Agreement as the same may be in effect or may be amended from time to time in accordance with their termsterms and this Indenture and the First Priority Intercreditor Agreement, and authorizes and directs the Trustee and the Security Trustee Notes Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will Subject to the Applicable Collateral Limitations, the Company shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Security Trustee be filed pursuant to the Security Documents and to which the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will takeNotes Collateral Agent is a party, and will do or cause its respective Subsidiaries to takebe done all such acts and things as may be reasonably required to provide to the Notes Collateral Agent the security interest in the Collateral contemplated hereby and/or by the Security Documents or any part thereof, upon request as from time constituted, so far as to render the same available for the security and benefit of this Indenture and of the Trustee Notes secured hereby, according to the intent and purposes herein expressed. Subject to the Security TrusteeApplicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions reasonably and make all filings (including, without limitation, the filing of UCC financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant jurisdiction)) required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Notes Obligations of the Issuer Company and the Guarantors hereunderto the Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the relevant Collateral (subject to the terms of this Indenture and the Security Documents), in favor of the Trustee or Notes Collateral Agent for the Security Trustee, as benefit of the case may beSecured Parties subject to no Liens other than Permitted Liens).

Security Documents. The due and punctual payment of the principal of and premiumprincipal, interest and Additional Amountspremium, if any, on the Notes and the Note Notes Guarantees when and as the same shall be due and payabledue, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of and interest and Additional Amounts (Issuer pursuant to the extent permitted Notes or by law)any Notes Guarantor pursuant to its Notes Guarantee, if any, on the payment of all other Notes Obligations of the Issuer and the Notes GuaranteesGuarantors under this Indenture, the Notes, the Notes Guarantees and the Security Documents and performance of all other monetary obligations of the Issuer and the Guarantors any Notes Guarantor to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guaranteesand any Notes Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Security Documents and Documents, which the Group Intercreditor Deed. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the CompanyFirst Lien Notes Collateral Agent, the Issuer and the Notes Guarantors have entered into simultaneously with the execution of this Indenture and will be secured by Security Documents delivered after the date of this Indenture as required or permitted by this Indenture, subject to the provisions of the Intercreditor Agreements. Notwithstanding anything to the contrary in this Indenture or the Security Documents, the Issuer and each Notes Guarantor will, and each Notes Guarantor will cause each of its Subsidiaries to, do or cause to be done all such acts and things as may be required to cause the Security Documents to create valid, enforceable and perfected Liens as and to the extent required hereby, and by the Intercreditor Agreements and the Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes secured thereby, according to the intent and purposes herein expressed. The Issuer and each Notes Guarantor will take, and each Notes Guarantor will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, take any and all actions and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Notes Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on all the relevant Collateral ranking in favor right and priority of payment as to the Trustee or extent required by this Indenture, the Security Trustee, Intercreditor Agreements and the other Notes Documents and subject to no other Liens other than as permitted by the case may beterms of this Indenture.