Common use of Security Documents Clause in Contracts

Security Documents. The due and punctual payment and performance of the Obligations shall be secured as provided in the Security Documents which the Company and all of its Subsidiaries have entered into simultaneously with the execution of this Indenture. Each Holder 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 release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security 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 Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens), in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens.

Security Documents. The due Except as otherwise contemplated hereby or under any other Loan Documents and punctual payment and performance of the Obligations shall be secured as provided in the Security Documents which the Company and all of its Subsidiaries have entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees subject to the terms of the Security Documents (includingIntercreditor Agreements, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security 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 Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents are effective to create and maintain, as security for the Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens), in favor of the Collateral Administrative Agent for the benefit of the Holders 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 Notespossession 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), superior 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 prior 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 enforceability 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 all third Persons the Agents or any Lender with respect thereto, in each case under 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 subject Guarantee Requirement or (C) on the Closing Date and until required pursuant to no other Liens other than Permitted LiensSection 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. The due and punctual payment of the principal of and interest on the 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 (to the extent permitted by law), if any, on the Securities and performance of all other obligations of the Obligations Issuer to the Holders of Securities or the Trustee under this Indenture and the Securities, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents which the Company and all of its Subsidiaries have Issuer has entered into simultaneously with the execution of this Indenture. Each Holder of NotesSecurities, by its acceptance thereof, consents and agrees to the terms of the Security Documents Documents, the Intercreditor Agreement and the Collateral Agency Agreement (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and terms, authorizes and directs the Trustee (or Collateral Agent and the Trustee Agent, if applicable), to enter into the Security Documents Documents, the Intercreditor Agreement and Collateral Agency Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and Issuer 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, the Intercreditor Agreement and the Collateral Agency Agreement, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company Issuer shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligationsobligations of the Issuer hereunder, a valid and enforceable perfected first second priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent Trustee for its benefit and the ratable benefit of the Holders of NotesSecurities, 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 other than Permitted Lienspermitted by the Security Documents).

Security Documents. The due and punctual payment of the principal and Accreted Value of and interest and premium (if any) on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal or Accreted Value of and interest on the Notes and performance of all other obligations of the Obligations shall be Company to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and all certain of its Subsidiaries the Guarantors have entered into simultaneously with the execution of this Indenture, subject to the terms of the Intercreditor Agreement. Each Holder of Notesa Note, by its acceptance thereof, consents and agrees to the terms of this Indenture and the Security Documents (including, without limitation, including the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms or the terms hereof and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and 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 next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or and shall cause its Restricted Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company and the Guarantors hereunder, a valid and enforceable perfected first priority Lien and security interest in and on 100% of the capital stock of, or other Equity Interests in, existing and future Domestic Subsidiaries owned by the Company and its Restricted Subsidiaries, substantially all the Pledged Collateral (subject personal property assets of the Company and the Guarantors party to Permitted Liens)the Security Documents, all fee interests in real property assets and all leasehold interests, in favor of the Collateral Agent for the benefit of the Holders of NotesHolders, superior to and prior to the rights of all third Persons and junior in priority (subject to no other Liens other than Permitted Liens) to Liens securing Credit Agreement Obligations.

Security Documents. The due and punctual payment of the principal and premium, if any, of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at the Maturity Date, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, by the Note Guarantor pursuant to its Guarantee, and the payment and performance of all other Obligations of the Obligations Note Guarantor under this Indenture and the Security Documents (the “Secured Obligations”), shall be secured as provided in the Security Documents Documents, which the Company and all of its Subsidiaries have Note Guarantor has entered into simultaneously with the execution of this Indenture and will be secured as provided in the Security Documents hereafter determined as required or permitted by this Indenture. Each Holder of NotesHolder, by its acceptance thereofof a Note, consents and agrees to the terms of the each Security Documents Document (including, without limitation, the provisions providing for foreclosure and foreclosure, the provisions providing for release of Pledged Collateral) collateral and the provisions providing for the automatic amendment or waiver of the Security Documents, in each case, pursuant to the terms of the Intercreditor Agreement), as the same may be in effect or may be amended from time to time in accordance with its terms respective terms, and authorizes and directs the Collateral Agent and the Trustee to enter into this Indenture, the Intercreditor Agreement and, to the extent applicable, the Security Documents to which it is a party and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company Collateral Agent hereunder shall deliver 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 Collateral Agent pursuant hereunder to the extent applicable. In addition, the Issuer and the Note Guarantor, jointly and severally, hereby agree to 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 Documents, and . The Note Guarantor shall do or cause to be done 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 DocumentsDocuments or the Intercreditor Agreement, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged Collateral contemplated hereby, hereby and by the Security Documents or any part thereofDocuments, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes Secured Obligations secured hereby, according to the intent and purposes herein and xxxxxxx expressed. The Company shall takeNote Guarantor shall, or and the Issuer shall cause its Subsidiaries to takethe Note Guarantor to, upon request of the Trustee, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable enforceable, perfected first priority Lien (except as expressly provided herein or in the Security Documents) Liens in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent for the benefit of the Holders of NotesAgent, superior to and prior to the rights of all third Persons Persons, and subject to no other Liens Liens, other than Permitted LiensLiens as provided herein and therein; provided that, the Collateral 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 interest and Liquidated Damages, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Obligations shall be Company to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents and the Intercreditor Agreement which the Company and all of its Subsidiaries have has entered into simultaneously with the execution of this IndentureIndenture and which are attached as Exhibits F and G hereto. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Trustee, in its capacity as Collateral Agent and the Trustee Agent, to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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 DocumentsDocuments or the Intercreditor Agreement, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the 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 to create and maintain, as security for the ObligationsObligations of the Company hereunder, a valid and enforceable perfected first second priority Lien to be defined by reference to Section 2.2 of the Security Agreement in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent for the benefit of the Trustee and the Holders of Notes, superior to and prior to the rights 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 other than Permitted Liens.

Security Documents. The due and punctual payment of the principal of, Prepayment Premium on, if any, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, Prepayment Premium on, if any, and interest, on the Notes and performance of all other obligations of the Obligations shall be Company to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents Documents, which the Company and all of its Subsidiaries have has entered into simultaneously with the execution of this Indenture. Each Holder 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 release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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 Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the Trustee, take any and all actions reasonably required or as may be reasonably requested by the Collateral Agent to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company hereunder, a valid and enforceable perfected first second-priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Prior Liens.

Security Documents. (a) The due and punctual payment of the principal of, premium on, if any, interest and Additional Amounts, if any, on, the Notes and the Notes Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, interest and Additional Amounts, if any (to the extent permitted by law), on the Notes and the Notes Guarantees and performance of all other obligations of the Obligations Issuers or the Guarantors to the Holders, the Trustee and the Security Agent (as applicable) under this Indenture, the Notes and the Notes Guarantees according to the terms hereunder or thereunder, shall be secured by security interests, as provided in the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents which Documents, granted in the Company and all of its Subsidiaries have entered into simultaneously with the execution of this IndentureCollateral. Each Holder of NotesHolder, 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 Pledged CollateralLiens 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 its terms and authorizes and directs the Collateral Security Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall Subject to the Agreed Security Principles, the Issuers will deliver to the Trustee copies of all documents delivered to the Collateral Security Agent pursuant to the Security Documents, and shall the 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 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 that the Security Agent holds, for the benefit of the Trustee and the Collateral Agent the security interest in the Pledged Collateral Holders, duly created, enforceable and perfected Liens as contemplated hereby, hereby and by the Security Documents or any part thereof, as from time to time constitutedDocuments, so as to render the same available for the security and benefit of this Indenture and of the Notes and the Guarantees secured herebythereby, according to the intent and purposes herein expressed. The Company shall takeSubject to the Agreed Security Principles, or shall cause its Subsidiaries to the Intercreditor Agreement and any Additional Intercreditor Agreement, the Issuers and the Guarantors will take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligationsobligations of the Issuers hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)ranking in right and priority of payment as set forth in this Indenture, in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to Intercreditor Agreement and prior to the rights of all third Persons any Additional Intercreditor Agreement and subject to no other Liens other than Permitted Liensas 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 Security Documents, for the creation, perfection, priority, sufficiency or protection of any Lien, or for any defect or deficiency as to any such matters, or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so.

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 Obligations shall be 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 which and the Company and all of its Subsidiaries have entered into simultaneously with the execution of this IndentureGroup Intercreditor Deed. Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, and the provisions providing for foreclosure and release of Pledged Collateral) Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with its terms their terms, and authorizes and directs the Collateral Agent Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform its their respective obligations and exercise its their respective rights thereunder in accordance therewith. The Company shall Issuer will deliver to the Trustee copies of all documents delivered to the Collateral Agent Security Trustee pursuant to the Security DocumentsDocuments and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will take, 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 Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall 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 ObligationsObligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged relevant Collateral (subject to Permitted Liens), in favor of the Collateral Agent for Trustee or the benefit of Security Trustee, as the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Lienscase may be.

Security Documents. The due payment of the principal of and punctual interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer pursuant to the Notes or by the Subsidiary Guarantors pursuant to the Subsidiary Guarantees, the payment of all other Notes Obligations and the performance of all other obligations of the Obligations Issuer and the Subsidiary Guarantors under this Indenture, the Notes, the Subsidiary Guarantees and the Security Documents shall be secured as provided in the Security Documents Documents, which the Company Issuer and all of its Subsidiaries have the applicable Subsidiary Guarantors entered into simultaneously with on the execution of Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. Each Holder The Issuer shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of Notes, continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by its acceptance thereof, consents and agrees to the terms of the Security Documents to maintain (including, without limitation, at the provisions providing for foreclosure sole cost and release expense of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent Issuer and the Trustee to enter into Restricted 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 to perform its obligations and exercise its rights thereunder in accordance therewithLiens permitted by Section 4.11. The Company On the Issue Date the Issuer shall, or shall deliver to cause the Trustee copies of all documents delivered applicable Subsidiary Guarantor to, execute and/or deliver, as applicable, to the Collateral Agent pursuant (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 Security Documents, Collateral Agent) of all recordings and shall do filings of such Mortgages in the proper recorders’ office (and payment of any taxes or cause to be done all such acts and things fees in connection therewith) 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 Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintaina valid, as security for the Obligations, a valid and enforceable perfected first second priority Lien in and on all the Pledged Collateral (subject to the Senior Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement and to Permitted Liens), ) in favor of the Collateral Agent or for the benefit of the Holders Collateral Agent (or its agent), for the benefit of the Secured Parties, on or against such Mortgaged Properties as collateral security for the Notes, superior to (iv) other duly executed Security Documents or amendments, supplements, accessions or joinders thereto in favor or for the benefit of the Collateral Agent (or its agent), for the benefit of the Secured Parties, and prior (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 rights enforceability and validity of all third Persons such Mortgages and subject any related fixture filings and as-extracted collateral filings and such other Security Documents, in form and substance reasonably satisfactory to no other Liens other than Permitted Liensthe Collateral Agent.

Security Documents. The due and punctual payment of the principal of and interest on the 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 on the Securities and performance of all other Security Obligations of the Obligations shall be Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities and the Security Documents, according to the terms hereunder and thereunder, are secured as provided in the Security Documents and the Intercreditor Agreement 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 all agree that the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of its Subsidiaries have entered into simultaneously with the execution Trustee and the Holders, in each case pursuant to the terms of this Indenturethe Security Documents and the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Security, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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, this Section 12.01 to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, or and shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsSecurity Obligations of the Company and the Guarantors hereunder and thereunder, a valid and enforceable perfected first third-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent for the benefit of the Holders Holders, in accordance with the terms of Notes, superior to the Security Documents and prior to the rights of all third Persons and subject to no other Liens other than Permitted LiensIntercreditor Agreement.

Security Documents. (a) The due and punctual payment of the principal of, premium on, if any, and interest, on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest (to the extent permitted by law), on the Notes and performance of all other obligations of the Obligations shall be Company to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided in the applicable Security Documents which the Company and all of its Subsidiaries have has entered into simultaneously with the execution of this Indenture. Each Holder 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 release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Pledge Agreements, the Collateral Trust Agreement and any other applicable Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall will deliver to the Trustee copies of all documents delivered to the Collateral Agent Trustee pursuant to the Security Documents, and shall 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 Collateral Agent Trustee the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company hereunder, a valid and enforceable perfected first second-priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent Trustee for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Priority Liens and Permitted Prior Liens.

Security Documents. The In order to secure the due and punctual payment of the principal, premium, if any, and interest on the Notes, when the same shall be due and payable, whether on an Interest Payment Date, at the Maturity Date, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest on the Notes and performance of the Obligations shall be secured as provided in the Security Documents which all other obligations of the Company and all of its Subsidiaries have entered into simultaneously with the execution of Guarantors to the Holders or the Trustee under this Indenture, the Notes and the Note Guarantees, the Company and the Guarantors 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 of NotesHolder, 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 (includingand this Indenture, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents on its behalf and on behalf of such Holder, to appoint the Collateral Agents to serve as collateral agents and representatives of the Trustee and such Holder thereunder and in accordance therewith and to perform its obligations and exercise its rights thereunder and in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent Agents pursuant to the Security 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 Collateral Agent Agents the security interest in the Pledged Collateral contemplated herebyby this Indenture, by the Security Documents or any part hereof or thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and Note Guarantees secured herebythereby, according to the intent and purposes herein and therein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon the written request of the TrusteeTrustee (to the extent the Trustee is permitted to make such request under the Security Documents), any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligationsobligations of the Company under this Indenture, the Notes and the Note Guarantees, a valid and enforceable perfected first priority Lien on and security interest in and on all of the Pledged Collateral (subject to Permitted Liens)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 Trustee, as applicable, acts pursuant to the 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 be 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 Notesthis Indenture. The Company covenants and agrees with the Trustee and each Holder that, superior to and prior 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 rights of all third Persons and subject to no other Liens other than Permitted LiensSecurity Documents.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Guarantee 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 any Guarantee and performance of all other obligations of the Obligations shall be Issuer and any Subsidiary Guarantor to the Holders of Notes, the Trustee and the Security Trustee under this Indenture, the Notes and any Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which and the Company and all of its Subsidiaries have entered into simultaneously with the execution of this IndentureIntercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Pledged CollateralCollateral 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 its terms and authorizes and directs the Collateral Agent and the Security Trustee to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company Issuer shall deliver to the Trustee copies of all documents delivered to the Collateral Agent Security Trustee pursuant to the Security Documents, and the Issuer 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 properrequired, or as may be required by the provisions of which the Security DocumentsTrustee 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 Collateral Agent the security interest in the Pledged Collateral Holders, duly created, enforceable and perfected Liens as contemplated hereby, hereby and by the Security Documents or any part thereof, as from time to time constitutedand 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 Company Issuer and any Subsidiary Guarantor shall each take, or and shall cause its their respective Restricted Subsidiaries to take, upon request of take (including as may be requested by the Trustee, ) any and all actions reasonably required to cause the Security Documents and the Intercreditor Agreement to create and maintain, as security for the ObligationsObligations of the Issuer and any Subsidiary Guarantor hereunder, a in respect of the Collateral, valid and enforceable perfected first priority Lien Liens in and on all such Collateral ranking in right and priority of payment as set forth in the Pledged Collateral (subject to Permitted Liens), in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons Intercreditor Agreement and subject to no other Liens other than Permitted Liensas permitted by the terms of this Indenture and the Intercreditor Agreement.

Security Documents. (a) The due and punctual payment of the principal of, premium on, if any, interest and Additional Amounts, if any, on the Notes when and as the same will 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, interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Guarantee, and performance of all other obligations of the Obligations shall be Issuer and any Guarantor to the Holders, the Trustee and the Security Agent under this Indenture, the Notes and any Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which and the Company and all of its Subsidiaries have entered into simultaneously with the execution of this IndentureIntercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement and any Additional Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure and release of Pledged CollateralCollateral 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 its terms and authorizes and directs the Collateral Security Agent and the Trustee to enter into the Security Documents and the Intercreditor Agreement and any Additional Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security DocumentsIssuer will, and shall will 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 that the Security Agent holds, for the benefit of the Trustee and the Collateral Agent the security interest in the Pledged Collateral Holders, duly created, enforceable and perfected Liens as contemplated hereby, hereby and by the Security Documents or any part thereof, as from time to time constitutedand the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes secured herebyand any Guarantee, according to the intent and purposes herein expressed. The Company shall Issuer and any Guarantor will each take, or shall and the Issuer will cause its the Restricted Subsidiaries to take, upon request of take (including as may be requested by the Trustee, ) any and all actions reasonably required to cause the Security Documents and the Intercreditor Agreement to create and maintain, as security for the ObligationsObligations of the Issuer and any Guarantor hereunder, a in respect of the Collateral, valid and enforceable perfected first first-priority Lien Liens in and on all the Pledged Collateral (subject to Permitted Liens)ranking in right and priority of payment as set forth in this Indenture, in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to Intercreditor Agreement and prior to the rights of all third Persons any Additional Intercreditor Agreement and subject to no other Liens other than Permitted Liensas permitted by the terms of this Indenture, the Intercreditor Agreement and any Additional Intercreditor Agreement.

Security Documents. The due To secure the full and punctual payment when due and the full and punctual performance of the Obligations shall be secured as provided in of the parties hereto, the Issuer, the Guarantors and the Notes Collateral Agent shall, on the Issue Date, enter into certain Notes Security Documents which to be executed on the Company Issue Date and may enter into additional Notes Security Documents and take or cause to be taken all such actions as may be required to create, perfect and maintain, as security for the Obligations of the Issuer and the Guarantors to the Notes Collateral Agent, the Trustee and the Holders under this Indenture, the Notes, the Guarantees and the Notes Security Documents, a valid and enforceable perfected first-priority Lien and security interest in all of the Collateral to the extent required by the Collateral and Guarantee Requirement in favor of the Notes Collateral Agent for its Subsidiaries have entered into simultaneously with benefit and the execution benefit of the Trustee and the Holders, subject to the terms of the Notes Security Documents and this Indenture. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Notes Security Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Pledged Collateral) as the same each may be in effect or may be amended from time to time in accordance with its their terms and authorizes this Indenture and directs the Intercreditor Agreements. To the extent any Lien or security interest required pursuant to this Indenture and the Notes Security Documents is not perfected by the Issue Date, the Issuer and the applicable Guarantors shall 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 Agent duly created and enforceable and perfected, to the extent required by this Indenture and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Notes Security Documents, as promptly as practicable and shall do in any event within 120 days following the Issue Date (or cause to be done all such acts and things later date 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 Bank Collateral Agent may have agreed to under the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted LiensSenior Credit Facilities), in favor of with respect to Collateral that does not constitute Material Real Property, and within the Collateral Agent for the benefit of the Holders of Notes, superior time period specified under Section 10.09 with respect to and prior to the rights of all third Persons and subject to no other Liens other than Permitted LiensMaterial Real Property.

Security Documents. The due and punctual payment of the principal of and interest on the 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 on the Securities and performance of all other obligations of the Obligations shall be Company and Subsidiary Guarantors to the Holders or the Trustee under this Indenture and the Securities, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and all of its Subsidiaries the Subsidiary Guarantors have entered into simultaneously with the execution of this Indenture, subject to the terms of the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, including the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and Subsidiary Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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 next sentence of the Security Documentsthis Section 15.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, or and shall cause its Restricted Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company and the Subsidiary Guarantors hereunder, a valid and enforceable perfected first third priority Lien and security interest in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent for the benefit of the Holders of NotesHolders, superior to and prior to the rights of all third Persons and in priority (subject to no other Liens other than Permitted Liens) to any and all security interests at any time granted in the Collateral to secure Credit Agreement Obligations.

Security Documents. The due and punctual payment of the principal of and premium, if any, and interest (including Additional Interest, if any) on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and premium, if any, and interest (including Additional Interest, if any) (to the extent permitted by law), on the Notes and performance of all other Obligations of EFIH to the Obligations shall be Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which Pledge Agreement and the Company and all of its Subsidiaries have entered into simultaneously with the execution of this IndentureCollateral Trust Agreement. Each Holder 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 provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Collateral Agent and Trustee and/or the Trustee (as the case may be) to enter into the Pledge Agreement, the Collateral Trust Agreement and any other Security Documents Document and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company EFIH, at its own expense, shall deliver to the Trustee copies of all documents delivered to the Collateral Agent Trustee pursuant to the Security DocumentsPledge 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 Security DocumentsPledge Agreement or the Collateral Trust Agreement, to assure and confirm to the Trustee and the Collateral Agent Trustee the security interest in the Pledged Collateral contemplated hereby, by the Security Documents Pledge Agreement 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 Subject to the terms of the Pledge Agreement, EFIH, at its own expense, shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents Pledge Agreement to create and maintain, as security for the ObligationsObligations of EFIH hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent Trustee for the benefit of the Holders of NotesNotes and future permitted Parity Lien Obligations, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted LiensLiens and other Liens permitted pursuant to Section 4.12 hereof.

Security Documents. The due and punctual payment of the principal of, 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 and performance of all other obligations of the Obligations shall be Company to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and all of its Subsidiaries have entered into simultaneously with the execution of this IndentureDocuments. Each Holder 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 release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent Trustee and the Trustee to enter into the Security Documents to which they are a party (including the CTA Amendment) and to perform its their respective obligations and exercise its 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 At the expense of the Company, the Company shall will deliver to the Trustee copies of all documents delivered to the Collateral Agent Trustee pursuant to the Security Documents, and shall 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 Collateral Agent Trustee the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon At the written request of the Collateral Trustee, or as otherwise required by the Security Documents, the Company will take, and will cause each Subsidiary Guarantor to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)) to the extent provided in the Security Documents, in favor of the Collateral Agent Trustee for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens.

Security Documents. The due and punctual payment of the principal of, 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 and performance of all other obligations of the Obligations shall be Company to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and all of its Subsidiaries have has entered into simultaneously with the execution of this Indenture. Each Holder 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 release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall will deliver to the Trustee copies of all documents delivered to the Collateral Agent Trustee pursuant to the Security Documents, and shall 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 Collateral Agent Trustee the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject excluding Excluded Assets) to Permitted Liens)the extent provided in the Security Documents, in favor of the Collateral Agent Trustee for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens.

Security Documents. The due and punctual payment of the principal of and interest and Additional Interest, if any, on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Interest (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Obligations shall be Company to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and all of its Subsidiaries have entered into simultaneously with the execution of this IndentureDocuments. Each Holder 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 release of Pledged Shared Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall will deliver to the Trustee copies of all documents delivered to the Collateral Agent Trustee pursuant to the Security Documents, and shall 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 Collateral Agent Trustee the security interest in the Pledged Shared 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 secured hereby, according to the intent and purposes herein expressed. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Shared Collateral, in favor of the Collateral Agent Trustee for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens.

Security Documents. The due and punctual payment and performance of the Obligations shall be secured as provided in the Security Documents which the Company and all of its Subsidiaries have entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms Any of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may shall cease to be in full force and effect or may be amended from time shall cease to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security 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 Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens), in favor of give the Collateral Agent for the benefit of the Holders Secured Creditors the Liens, rights, powers and privileges purported to be created thereby (including, without limitation, in all cases, a perfected security interest in, and Lien on, all of Notesthe 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 (except for Permitted Liens), or any Credit Party shall default in any material respect in the due performance or observance of any term, covenant or agreement on its part to 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 terms of such Security Document; then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Agent shall, upon the written request of the Required Banks, by written notice to Holdings and the Borrower, take any or all of the following actions, without prejudice to the rights of the Agent or any Bank to enforce its claims against the Borrower, except as otherwise specifically provided for in this Agreement (PROVIDED that if an Event of Default specified in Section 8.05 shall occur with respect to the Borrower, the result which would occur upon the giving of written notice by the Agent as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Loan Commitment terminated, whereupon the Revolving Loan Commitment of each Bank shall forthwith terminate immediately and all Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Revolving Loans and the Revolving Notes and all Obligations owing hereunder and thereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party; and (iii) enforce, as Collateral Agent, any or all of the Liens and security interests created pursuant to the Security Documents.

Security Documents. The due and punctual payment of the principal of and interest and Liquidated Damages, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Liquidated Damages (to the extent permitted by law), if any, on the Notes and performance of all other obligations of the Obligations shall be Company to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents security documents which the Company and all of its Subsidiaries have has entered into simultaneously with the execution of this IndentureIndenture and which is attached as Exhibits X-X hereto. Each Holder 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 release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents security documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documentssecurity documents, and shall 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 Documentssecurity documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged Collateral contemplated hereby, by the Security Documents security documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents security documents to create and maintain, as security for the ObligationsObligations of the Company hereunder, a valid and enforceable perfected first second priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)security documents Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens.

Security Documents. The In order to secure the due and punctual payment of the principal, premium, if any, and interest on the Notes, when the same shall be due and payable, whether on an Interest Payment Date, at the Maturity Date, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other Note Obligations under this Indenture, the Obligations shall be secured as provided in Notes and the Security Documents which Note Guarantees, the Company Issuer and all of its Subsidiaries have entered into the Guarantors have, on the Issue Date simultaneously with the execution and delivery of this Indenture, entered into Security Documents granting the Trustee a Lien on the Collateral. Such Liens shall also be deemed to be created under this Indenture. To the extent that any provision of this Article 12 is not consistent with or contradicts the Security Agreement, the Security Agreement will govern. Any Person which, 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 with respect to the assets or property of such Person that are Collateral. Each Holder of NotesHolder, 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 (includingand this Indenture, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents on its behalf and on behalf of such Holder and to perform its obligations and exercise its rights thereunder and in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security 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 Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens), in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens.

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 and performance of the Obligations shall be secured as provided in the Security Documents which the Company and all cause each of its Subsidiaries have entered into simultaneously with the which owns an ownership interest in a Subsidiary to, take all such action and execute such agreements, documents and instruments, including without limitation execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms delivery of the Security Documents (includingPledge Agreement, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall do or cause to be done all such acts and things as that may be necessary or properdesirable to grant to the Agent, or as may be required by for the provisions benefit of the Security DocumentsBanks, to assure and confirm to the Trustee and the Collateral Agent the a first priority, perfected security interest in the Pledged Collateral contemplated hereby, by the Security Documents capital stock of any such Subsidiaries. If at any time thereafter any Borrower or any part thereofSubsidiary of a Borrower acquires an ownership interest in or creates an entity which is or becomes a Subsidiary, 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 takesuch Borrower shall, or shall cause its Subsidiaries Subsidiary, to taketake all such action and execute such agreements, upon request documents and instruments, including without limitation execution and delivery of a counterpart signature page in the form of Annex I to the Pledge Agreement, that may be necessary or desirable to grant to the Agent, for the benefit of the TrusteeBanks, any and all actions reasonably a first priority, perfected security interest in the capital stock of such new Subsidiary. Notwithstanding the foregoing, the Borrowers shall not be required to, or be required to cause its Subsidiaries to, pledge the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral capital stock of (i) any Subsidiary if QDI and/or any of its Subsidiaries is subject to Permitted Liens), in favor any contractual obligation which prohibits the pledge of the Collateral capital stock of such Subsidiary pursuant to the 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, (ii) any of the Bruegger's Entities or (iii) the Borrowers and their Subsidiaries shall not be obligated to pledge the capital stock of a Subsidiary, provided that the aggregate value of the capital stock of the Subsidiaries that has not been pledged to the Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens.Banks shall not at any time exceed $500,000..

Security Documents. (a) The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Obligations Issuer and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, any Intercreditor Agreements and the Security Documents, according to the terms hereunder or thereunder, 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 which the Company and all of its Subsidiaries have entered into simultaneously with the execution of this Indentureany Intercreditor Agreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Pledged Collateral) and any Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and any Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent and the Trustee to enter into the Security Documents on the Issue Date and to perform its obligations and exercise its rights thereunder in accordance therewith. In the event of conflict between an Intercreditor Agreement, any of the other Security Documents and this Indenture, the applicable Intercreditor Agreement shall control. The Company Issuer shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.01, to assure and confirm to the Trustee and the Notes Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall takeIssuer and the Guarantors shall, at their sole expense and subject to the other limitations set forth in Section 12.07, 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 shall cause its Subsidiaries that the Trustee or the Notes Collateral Agent may reasonably request, in order to takeensure the creation, upon request perfection and priority (or continuance thereof) of the Trustee, any and all actions reasonably required security interests created or intended to cause be created by the Security Documents to create in the Collateral. Such security interests will be created under the Security Documents and maintainother security agreements, as security for the Obligationsmortgages, a valid deeds of trust and enforceable perfected first priority Lien other instruments and documents in and on all the Pledged Collateral (subject to Permitted Liens), in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior form reasonably satisfactory to the rights of all third Persons and subject to no other Liens other than Permitted Liens.Trustee. 179

Security Documents. (a) The due and punctual payment of the 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 on the Notes and performance of all other obligations of the Obligations shall be Company to the holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and all of its Subsidiaries have Xx. Xxxx You-Bin has entered into simultaneously with the execution of this IndentureIndenture and which is attached as Exhibit E hereto. Each Holder of Notesholder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder as a Secured Party in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent Trustee, as Secured Party, for the benefit of the Holders of Notesholders, superior to and prior to the rights 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 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, special redemption or otherwise, and interest on the overdue principal of and interest on the Notes and performance of all other obligations of the Obligations Company and the Subsidiary Guarantors to the Holders or the Trustee under this Indenture and the Notes and the Subsidiary Guarantees, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents which the Company and all of its Subsidiaries have entered into simultaneously with the execution of this IndentureDocuments. Each Holder of NotesHolder, by its acceptance thereofof the Notes and the Subsidiary Guarantees, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Collateral Agent Trustee and the Collateral Trustee to enter into the such Security Documents and to perform its their obligations and exercise its their rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent Trustee pursuant to the Security 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 Collateral Agent Trustee the security interest in the Pledged 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 Subsidiary Guarantees secured herebythereby, according to the intent and purposes herein and therein expressed. The Company shall take, or take and shall cause its Subsidiaries the Subsidiary Guarantors to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligationsobligations of the Company and the Subsidiary Guarantors hereunder, a valid and enforceable perfected first priority Lien lien on and security interest in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent Trustee for the benefit of the Trustee, the Holders of Notes, superior to and prior other Persons for whose benefit the Collateral Trustee acts pursuant to the rights Security Documents. Each of the Company and the Subsidiary Guarantors covenants and agrees that it shall execute, acknowledge and deliver to the Collateral Trustee such further assignments, transfers, assurances or other instruments and shall do or cause to be done all third Persons such acts and subject things as may be necessary or proper to no other Liens other than Permitted Liensassure and confirm to 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 Documents so as to render the same available for the security and benefit of this Indenture and of the Notes.

Security Documents. (a) The due and punctual payment of the 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 on the Notes and performance of all other obligations of the Obligations shall be Company to the holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents, including the Initial Security Documents which the Company and all of its Subsidiaries SHHL have entered into simultaneously with the execution of this IndentureIndenture and which are attached as Exhibit E hereto. Each Holder of Notesholder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder as a Secured Party in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent Trustee, as Secured Party, for the benefit of the Holders of Notesholders, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens.

Security Documents. (a) The Company acknowledges that due and punctual payment of the 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 on the Notes and performance of all other obligations of the Obligations shall be Company to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and all of its Subsidiaries have entered into simultaneously with the execution of this IndentureDocuments. Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder as a Secured Party in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent Trustee, as Secured Party, for the benefit of the Holders of NotesHolders, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens.

Security Documents. The due and punctual payment and performance of In each case, to the Obligations extent the same shall be secured as provided in not have been previously delivered to the Administrative Agent, the Security Documents which the Company shall have been duly executed and all of its Subsidiaries have entered into simultaneously with the execution of this Indenture. Each Holder of Notes, delivered by its acceptance thereof, consents and agrees to the terms each of the Security Documents (including, without limitation, the provisions providing for foreclosure Credit Parties party thereto and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company there shall deliver to the Trustee copies of all documents have been delivered to the Collateral Agent pursuant to Administrative Agent: (i) a certificate or certificates representing all Capital Stock of Newco and Acquisition, together with executed and undated stock powers and/or assignments in blank, which Capital Stock shall (taken together with the Security DocumentsCapital Stock of the Borrower which was delivered as of the Effective Date), represent and shall do or cause to be done constitute all such acts of the Capital Stock of the Borrower and things as may be necessary or proper, or as may be required by its Subsidiaries; (ii) executed financing statements for filing under the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest UCC in the Pledged 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 each of the Notes secured hereby, according offices where such filing is necessary or appropriate to grant the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, Administrative Agent a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens), in favor of the Collateral Agent for acquired in the benefit LS Purchase as to which a security interest may be perfected by the filing of the Holders of Notesa financing statement, which Lien shall be superior to and prior to the rights of all third Persons persons and subject to no other Liens except the Prior Liens set forth in Schedule 5.10A; (iii) certified copies of Requests for Information (Form UCC-11 or the equivalent), or equivalent reports or lien search reports listing all effective financing statements which name Target, Newco and Acquisition and which are filed in any jurisdiction in which any of such Collateral is located and the jurisdiction in which such Person's principal place of business is located (none of which shall cover the Collateral covered, or purported to be covered, by the Security Documents other than Prior Liens and Permitted LiensEncumbrances); and (iv) evidence of the completion of all recordings and filings (or of the making of arrangements to file contemporaneously with the making of the Initial Loans) of each such Security Document and delivery of such other security and other documents as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created, or purported or intended to be created, by the Security Documents; and (v) payoff letters executed by the holders of any Indebtedness reflected as being paid as of the Closing Date on Schedule 5.20 setting forth the amount required to discharge such Indebtedness, and evidence that the proceeds of the Initial Loans will be used to so discharge such Indebtedness.

Security Documents. The due and punctual payment of the principal of and premium, if any, and interest on the 2018 Securities and the 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 (to the extent permitted by law), on the 2018 Securities and/or the 2018 Interest Securities and performance of all other obligations of the Obligations shall be Company to the Holders of the 2018 Securities and/or the 2018 Interest Securities or the Trustee under this Indenture and the 2018 Securities and the 2018 Interest Securities, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which and Pledge Agreement (the Company “Security and all of its Subsidiaries have entered into simultaneously with Pledge Agreement”) duly executed by the execution of this IndentureCompany, U.S. Bank National Association, as collateral agent (the “Collateral Agent”) and the Trustee. Each Holder of Notesthe 2018 Securities and/or the 2018 Interest Securities, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) Pledge Agreement as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and Pledge Agreement and any other Security Document, if necessary, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver Subject to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security 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 terms of the Security Documentsand Pledge Agreement, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged Collateral contemplated herebyCompany, by the Security Documents or any part thereofat its own expense, 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, or shall cause its Subsidiaries to take, upon request of the Trustee, take any and all actions reasonably required necessary to cause the Security Documents and Pledge Agreement to create and maintain, as security for the Obligationsobligations of the Company hereunder, a valid and enforceable perfected first priority Lien lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notesthe 2018 Securities and the 2018 Interest Securities and those certain 5.465% Contingent Value Rights, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liensliens pursuant to Section 12.14 hereof.

Security Documents. The due and punctual payment of the principal of and interest on the 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 on the Securities and performance of all other Security Obligations of the Obligations shall be Company and the Guarantors to the Holders or the Trustee or the Collateral Agent under this Indenture, the Securities and the Security Documents, according to the terms hereunder 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 Company hereby acknowledge and all agree that the Trustee or the Collateral Agent, as the case may be, holds the Collateral in trust for the benefit of its Subsidiaries have entered into simultaneously with the execution Trustee and the Holders, in each case pursuant to the terms of this Indenturethe Security Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Security, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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 next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, or and shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsSecurity Obligations of the Company and the Guarantors hereunder and thereunder, a valid and enforceable perfected first first-priority Lien (subject to Permitted Prior Liens) and security interest in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent for the benefit of the Holders 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 Notes, superior to and prior Collateral that is not covered by the Mortgages running to the rights benefit of all third Persons the Trustee or the 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, subjecting such real property or other interests in real property to the Lien 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 no other Liens other than Permitted Prior Liens.

Security Documents. (a) The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Obligations Issuer and the Guarantors to the Holders, the Trustee or the Collateral Trustee under this Indenture, the Notes, the Note Guarantees and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents Documents, which define the Company terms of the Liens that secure First Lien Notes Obligations, subject to the terms of the Collateral Trust Agreement and all the Parity Lien Intercreditor Agreement. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Collateral Trustee holds the Collateral in trust for the benefit of its Subsidiaries have entered into simultaneously with the execution Holders, the Trustee and the Collateral Trustee (and the holders of this IndentureParity Lien Obligations as provided therein) and pursuant to the terms of the Security Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Pledged Collateral) ), each as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs Trustee and the Collateral Agent and the Trustee to enter into the Security Documents (including the Collateral Trust Agreement) and the Access and Use Rights Agreement on the Issue Date, the Security Documents (including the Parity Lien Intercreditor Agreement or Junior Lien Intercreditor Agreement, if any), at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company Issuer shall deliver to the Collateral Trustee copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Security Documents, this Section 12.1 to assure and confirm to the Collateral Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company On or following the Issue Date and subject to the Collateral Trust Agreement, the Issuer and the Guarantors shall takeexecute, file or shall cause its Subsidiaries the filing of any and all further documents, financing statements (including continuation statements and amendments to takefinancing statements), upon request agreements and instruments, and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the 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 all actions reasonably further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, or take any 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 this Indenture and/or the Security Documents to create and maintain, as security for in the Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens), in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted LiensCollateral.

Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Obligations Company and the Guarantors to the Holders, the Second Lien Collateral Agent or the Trustee under this Indenture, the Notes, the Guarantees, the Intercreditor Agreement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Trustee, the Company and all the Guarantors hereby acknowledge and agree that the Second Lien Collateral Agent holds the Collateral as security for the benefit of its Subsidiaries have entered into simultaneously with the execution Holders, the Trustee and the Second Lien Collateral Agent and pursuant to the terms of this Indenturethe Security Documents and the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Pledged Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Second Lien Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewiththe Intercreditor Agreement. The Company shall deliver to the Trustee Second Lien Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.01, to assure and confirm to the Trustee and the Second Lien Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall takeshall, or and shall cause its the Restricted Subsidiaries to take, upon request of the TrusteeCompany (in each case at the expense of the Company or Restricted Subsidiary) 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 to create and maintain, as security for the ObligationsObligations of the Company and the Guarantors to the secured parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected first priority Lien and security interest in and on all of the Pledged Collateral (subject to Permitted Liensthe 108 terms of the Intercreditor Agreement and the Security Documents), in favor of the Second Lien Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and Trustee 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 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 Obligations shall be 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 which and the Company and all of its Subsidiaries have entered into simultaneously with the execution of this IndentureGroup Intercreditor Deed. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, and the provisions providing for foreclosure and release of Pledged Collateral) Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with its terms their terms, and authorizes and directs the Collateral Agent Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform its their respective obligations and exercise its their respective rights thereunder in accordance therewith. The Company shall Issuer will deliver to the Trustee copies of all documents delivered to the Collateral Agent Security Trustee pursuant to the Security DocumentsDocuments and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will take, 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 Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall 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 ObligationsObligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged relevant Collateral (subject to Permitted Liens), in favor of the Collateral Agent for Trustee or the benefit of Security Trustee, as the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Lienscase may be.

Security Documents. The due and punctual payment of the principal of and interest on the 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 (to the extent permitted by law), if any, on the Securities and performance of all other obligations of the Obligations Issuer to the Holders of Securities or the Trustee under this Indenture and the Securities, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents which the Company and all of its Subsidiaries have Issuer has entered into simultaneously with the execution of this Indenture. Each Holder of NotesSecurities, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms terms, appoints the Collateral Trustee to act as the "Trustee" thereunder and authorizes and directs the Collateral Agent and the Trustee Trustee, to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and Issuer 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 Collateral Agent Trustee the security interest in the Pledged 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company Issuer shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligationsobligations of the issuer hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent Trustee for its benefit and the ratable benefit of the Holders of NotesSecurities, superior to and prior to the rights of all third Persons (other than the trustee on behalf of the holders of the Secured Series 2001 Bonds) and subject to no Liens (other than Liens effect by the Issuer for purposes of securing its obligations with respect to the Secured Series 2001 Bonds and any other Liens other than Permitted Lienspermitted by the Security Documents).

Security Documents. The due and punctual payment of the principal and premium, if any, of, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at the Maturity Date, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, by the Note Guarantor pursuant to its Guarantee, and the payment and performance of all other Obligations of the Obligations the Note Guarantor under this Indenture and the Security Documents (the “Secured Obligations”), shall be secured as provided in the Security Documents Documents, which the Company and all of its Subsidiaries have Note Guarantor has entered into simultaneously with the execution of this Indenture and will be secured as provided in the Security Documents hereafter determined as required or permitted by this Indenture. Each Holder of NotesHolder, by its acceptance thereofof a Note, consents and agrees to the terms of the each Security Documents (includingDocument, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms respective terms, and authorizes and directs the Collateral Agent and the Trustee to enter into this Indenture, the Intercreditor Agreement and the Security Documents to which it is a party and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company Collateral Agent hereunder shall deliver 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 Collateral Agent pursuant hereunder to the extent applicable. In addition, the Issuer and the Note Guarantor, jointly and severally, hereby agree to 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 Documents, and . The Note Guarantor shall do or cause to be done 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 DocumentsDocuments or the Intercreditor Agreement, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged Collateral contemplated hereby, hereby and by the Security Documents or any part thereofDocuments, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes Secured Obligations secured hereby, according to the intent and purposes herein and xxxxxxx expressed. The Company shall takeNote Guarantor shall, or and the Issuer shall cause its Subsidiaries to takethe Note Guarantor to, upon request of the Trustee, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Secured Obligations, a valid and enforceable enforceable, perfected first priority Lien (except as expressly provided herein or in the Security Documents) Liens in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent for the benefit of the Holders of NotesAgent, superior to and prior to the rights of all third Persons Persons, and subject to no other Liens Liens, other than Permitted LiensLiens as provided herein and therein; provided that, the Collateral 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 interest on the Loans when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, prepayment, repayment, or otherwise, and interest on the overdue principal of and interest on the Loans and performance of all other obligations of the Obligations shall be Borrower and the Guarantors to the Lenders or the Administrative Agent under this Agreement, the Loans and the Loan Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company Borrower and all of its Subsidiaries the Guarantors have entered into prior to and simultaneously with the execution of this IndentureAgreement, subject to the terms of the Intercreditor Agreement. Each Holder of NotesLender, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, including the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its the terms thereof and authorizes and directs the Collateral Agent and the Trustee 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 Collateral Agent to perform its obligations and exercise its rights thereunder in accordance therewith. The Company Borrower and the Guarantors shall deliver to the Trustee Administrative Agent (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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 next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Trustee Administrative Agent and the Collateral Agent the security interest in the Pledged 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 Agreement and of the Notes Loans secured hereby, according to the intent and purposes herein expressed. The Company Each of the Borrower and the Guarantors shall take, or and shall cause its the Restricted Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Borrower and the Guarantors hereunder, a valid and enforceable perfected first second-priority Lien and security interest in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent for the benefit of the Holders of NotesHolders, superior to and prior to the rights of all third Persons and second in priority (subject to no other Liens other than Collateral Permitted Liens) to any and all security interests at any time granted in the Collateral to secure the First-Lien Obligations.

Security Documents. The due Following the Springing Lien Trigger Date, the payment of the principal of, accrued and punctual unpaid interest, if any, premium, if any, and Additional Amount, if any, on the Notes when due, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Company pursuant to the Notes or by a Note Guarantor pursuant to its Note Guarantee, the payment of all other Obligations and the performance of all other obligations of the Obligations shall Company and the Note Guarantors under the Note Documents and payment of any Other Second Priority Obligations, if any, will be secured as provided in the Security Documents which the Company and all of its Subsidiaries have entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees (subject to the terms of the Security Documents (including, without limitationIntercreditor Agreement) to be entered into by the Company, the provisions providing for foreclosure Note Guarantors and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent (and, to the extent applicable, the representative of the holders of Other Second Priority Obligations) in connection with the occurrence of the Springing Lien Trigger Date and the Trustee to enter into will be secured as provided in the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewiththereafter delivered as required or permitted by this Indenture. The Upon the occurrence of the Springing Lien Trigger Date, the Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documentsshall, and shall do or cause each Note Guarantor to, and each Note Guarantor shall (subject to be done the terms of the Intercreditor Agreement), as promptly as practicable, execute such Security Documents and the Intercreditor Agreement, make all such acts filings (including filings of continuation statements and things as amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and take all other actions as are necessary or proper, or as may will be required by the provisions Security Documents to maintain (at the sole cost and expense of the Security Documents, to assure and confirm to the Trustee Company and the Note Guarantors) the security interest created by the Security Documents in the Collateral Agent (other than with respect to any Collateral the security interest in the Pledged Collateral contemplated hereby, by which is not required to be perfected under the Security Documents or any part thereof, Documents) as from time to time constituted, so as to render the same available for the a perfected security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens), in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liensinterest.

Security Documents. The due and punctual payment and performance (a) Each of the Obligations Issuer and the Guarantors shall take, or cause to be secured as provided in taken, at their expense, all actions necessary or requested by the Security Documents which Collateral Agent (acting at the Company and all of its Subsidiaries have entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms instruction of the Trustee, who shall act as directed by the Majority Holders) to maintain each Security Documents (including, without limitation, the provisions providing for foreclosure Document to which it is a party in full force and release of Pledged Collateral) as the same may be in effect or may be amended from time to time and enforceable in accordance with its terms and authorizes to maintain and directs preserve the Liens created by such Security Documents and the priority thereof, including (i) making filings and recordations, (ii) making payments of fees and other charges on a timely basis, (iii) issuing and, if necessary, filing or recording supplemental documentation, including continuation statements, (iv) discharging all claims or other Liens adversely affecting the rights of any Secured Party in any Collateral, (v) publishing or otherwise delivering notice to third parties, (vi) depositing title documents and (vii) taking all other actions either necessary or otherwise requested by the Collateral Agent and (acting at the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security 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 Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request instruction of the Trustee, who shall act as directed by the Majority Holders) to ensure that all Collateral (including any and all actions reasonably required to cause after-acquired Property of the Security Documents to create and maintainIssuer of either Guarantor, as security for the Obligationsapplicable, in each case intended to be covered by any Security Document to which it is a party) is subject to a valid and enforceable perfected first first-priority Lien in and on all the Pledged Collateral (subject to Permitted Liens), in favor of the Collateral Agent for the benefit of the Holders Secured Parties (except as otherwise permitted under the Financing Documents). In furtherance of Notesthe foregoing, superior (A) each of the Issuer and the Guarantors shall ensure that all of its after-acquired Property other than such Property not intended to and prior be covered by such Security Documents shall become subject to the rights Lien of the Security Documents having the priority contemplated thereby promptly upon the acquisition thereof and (B) each of the Issuer and the Guarantors shall not open or maintain any bank account (other than each Guarantor’s Offshore Distribution Account) without first taking all third Persons and such actions as may be necessary or otherwise requested by the Collateral Agent (acting at the instruction of the Trustee, who shall act as directed by the Majority Holders) to ensure that such bank account is subject to no other Liens other than Permitted Liensa valid and enforceable first priority Lien in favor of the Collateral Agent for the benefit of the Secured Parties.

Security Documents. The due All Security Documents theretofore executed and punctual payment delivered in connection with the Original Financing Agreement and performance of the Obligations 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 secured as provided in the Security Documents which the Company and all of its Subsidiaries have entered into simultaneously with the execution of this Indenture. Each Holder 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 release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security 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 Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents sufficient to create and maintain, as security for the Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens), in favor of the Collateral Agent and the Lenders a legal, valid and enforceable first priority security interest (except for the benefit Permitted Liens under Subsections (e) and (m) of the Holders definition of NotesPermitted Liens) in and to the Collateral. All filings, superior recordings and deliveries of instructions and other actions necessary or desirable in the opinion of the Collateral Agent, the Lenders or their respective counsel in order to protect, preserve and prior to perfect the Liens provided in such Security Documents and/or the rights of the Secured Parties thereunder (except the entering into of amendments to each of the Security Documents that reflect the terms of the Debt Restructuring set forth in this Agreement, which shall be completed in accordance with Section 8.1(q) of this Agreement) shall have been duly executed by the Borrower and its Subsidiaries, as applicable, and registered, or filed for registration and a certified copy of the registered agreement or deed or of the official receipt or other document evidencing such registration or filing, as the case may be, shall have been delivered to the Collateral Agent. Except as contemplated by Section 8.1(t) of this Agreement, all third Persons fees, taxes, expenses and subject other costs related to no 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 Liens costs in connection with the filing of any Security Documents as a result of the assignment of the Assigned Indebtedness from Nortel to MSSF; provided further, however, that the Borrower shall be responsible for any such fees, taxes, expenses or other than Permitted Lienscosts in connection with the filing of any Security Documents as a result of the change of the collateral agent from Nortel to the Collateral Agent.

Security Documents. The due and punctual payment and performance of Subject to the Obligations shall be secured as provided in the Security Documents which Carve-Out and, solely with respect to the Company and all 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 its Subsidiaries have entered into simultaneously the Secured Parties legal, valid, enforceable and fully perfected security interests in and Liens on the 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 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 of this Indenture. Each Holder of Notes, by its acceptance and deliver thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security 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 Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents effective to create and maintain, as security for the Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens), in favor of the Collateral Agent for the benefit of the Holders Secured Parties (or in favor of Notesthe relevant Secured Parties directly, superior to as applicable), legal, valid and prior enforceable Liens on, and security interests in, the Collateral described therein to the rights 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 the Legal Limitations and to the making of all third Persons 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 intended to be created thereby), all right, title and interest of the grantors in such Collateral, in each case subject to no other Liens other than Permitted LiensLiens permitted hereunder and with the priority required by the Collateral Documents, the Intercreditor Agreement and the Orders.

Security Documents. The due payment of the principal, interest and punctual premium, if any, on the Notes and the Notes Guarantees when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer pursuant to the Notes or by any Notes Guarantor pursuant to its Notes Guarantee, the payment of all other Notes Obligations of the Issuer and the Notes Guarantors under this Indenture, the Notes, the Notes Guarantees and the Security Documents and performance of all other obligations of the Obligations shall be Issuer and any Notes Guarantor to the Holders of Notes or the Trustee under this Indenture, the Notes and any Notes Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Security Documents Documents, which the Company Second Lien Notes Collateral Agent, the Issuer and all of its Subsidiaries 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. Each Holder of Notes, by its acceptance thereof, consents and agrees subject to the terms provisions of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewithIntercreditor Agreements. The Company shall deliver Notwithstanding anything to the Trustee copies of all documents delivered to the Collateral Agent pursuant to contrary in this Indenture or the Security Documents, the Issuer and shall 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 necessary or properrequired to cause the Security Documents to create valid, or enforceable and perfected Liens as may be and to the extent required hereby, and by the provisions of Intercreditor Agreements and the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 secured herebythereby, according to the intent and purposes herein expressed. The Company shall Issuer and each Notes Guarantor will take, or shall and each Notes Guarantor will cause its Subsidiaries to take, upon request of the 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 to create and maintain, as security for the ObligationsNotes Obligations of the Issuer hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens), ranking in favor right and priority of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior payment as to the rights of all third Persons extent required by this Indenture, the Intercreditor Agreements and the other Notes Documents and subject to no other Liens other than Permitted Liensas permitted by the terms of this Indenture.

Security Documents. The due payment of the principal of and punctual interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at Stated Maturity, by acceleration, repurchase, redemption or otherwise and whether by the Company pursuant to the Notes or by any Guarantor pursuant to its Note Guarantee, the payment of all other Obligations and the performance of all other Obligations of the Obligations shall be Company and the Guarantors under this Indenture, the Notes, the Note Guarantees and the Security Documents are secured as provided in the Security Documents which the Company and all of its Subsidiaries have entered into simultaneously with the execution of will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. Each Holder 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 release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent The Company and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall Guarantors will deliver to the Trustee true and complete copies of all documents delivered to the Collateral Agent pursuant to the Security DocumentsAgreement and the Intercreditor Agreement, if any, and shall 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 DocumentsAgreement or the Intercreditor Agreement, if any, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged Collateral contemplated hereby, by the Security Documents Agreement 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 takeshall, or and shall cause its Subsidiaries each Guarantor to, and each Guarantor 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, 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 in the Collateral as perfected security interests to create and maintainthe extent perfection is required by the Security Documents, as security for the Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject only to Permitted Liens), in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens.

Security Documents. The due and punctual payment of the principal of, premium on, if any, interest and Special 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, interest and Special Interest, if any (to the extent permitted by law), on the Notes and performance of all other obligations of the Obligations shall be Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company Issuer and all of its Subsidiaries the Guarantors have entered into simultaneously with the execution of this IndentureIndenture and which is attached as Exhibit H hereto. Each Holder 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 release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and appoints the Trustee as the Collateral Agent and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall Issuer and the Guarantors will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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 Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall Issuer will take, or shall and will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens.

Security Documents. The due and punctual payment and performance of the Notes Obligations shall be are secured as provided in the Security Documents which Documents, subject to the Company and all terms of its Subsidiaries have entered into simultaneously with the execution of this IndentureIntercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofof this Indenture and the Securities, consents and agrees to all of the terms of the Security Documents and the Intercreditor Agreement (including, without limitation, including the provisions thereof providing for release and subordination of Liens, and foreclosure upon, and release the exercise of Pledged 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 its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewiththeir terms. The Company shall deliver to the Trustee (if it is not then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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 succeeding provisions of the Security Documents, this Section 11.01 to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company Symmetry shall take, or and shall cause its the Restricted Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Notes Obligations, a valid and enforceable perfected first (a) first-priority Lien and security interest in and on all the Pledged Collateral First-Priority Assets and (b) second-priority Lien and security interest in and on all Second-Priority Assets, in each case subject to Permitted Liens)the terms of the Intercreditor Agreement, in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior Secured Parties. Notwithstanding the foregoing or anything to the rights contrary set forth in this Indenture or any Security Document, neither this Indenture nor any Security Document shall require the creation or perfection of all third Persons Liens on, or the obtaining of title insurance, legal opinions or other deliverables with respect to, particular assets of Symmetry or any of its Subsidiaries if and subject for so long as the Trustee 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 no other Liens other than Permitted Liensbe 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 and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Obligations Issuer and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Guarantees, the Intercreditor Agreement and the Security Documents, according to the terms hereunder or thereunder, 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 which and the Company and all of its Subsidiaries have entered into simultaneously with the execution of this IndentureIntercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Pledged Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Second Lien Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewiththe Intercreditor Agreement. The Company Issuer shall deliver to the Trustee Second Lien Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.01, to assure and confirm to the Trustee and the Second Lien Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall takeIssuer shall, or and shall cause its the Restricted Subsidiaries to take, upon request of the TrusteeIssuer 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 to create and maintain, as security for the ObligationsObligations of the Issuer and the Guarantors to the secured parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected first priority Lien and security interest in and on all of the Pledged Collateral (subject to Permitted Liensthe terms of the Intercreditor Agreement and the Security Documents), in favor of the Second Lien Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and Trustee subject to no other Liens other than Permitted Liens.

Security Documents. (a) The due and punctual payment of the aggregate principal amount of, interest, premium and Liquidated Damages, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent permitted by law) on the Notes and performance of all other Note Obligations of the Obligations Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes and the Guarantees, according to the terms hereunder or thereunder, shall be secured by a first priority security interest in the Collateral as provided in the Security Documents which the Company and all of its Subsidiaries have entered into simultaneously with the execution of this IndentureDocuments. Each Holder 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 release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Trustee and the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company and each of the Guarantors shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security 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 Collateral Agent the security interest in the Pledged 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 secured herebyby the Security Documents, according to the intent and purposes herein xxxxxxx expressed. The Company shall take, Liens securing the Note Obligations will be created pursuant to one or shall cause its Subsidiaries to take, upon request more of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens), in favor of the Collateral Agent for the benefit of all present and future holders of Note Obligations. The Company will, and will cause each of the Holders Guarantors to, do or cause to be done all acts and things which may be required, or which the applicable Collateral Agent from time to time may reasonably request to assure and confirm that the applicable Collateral Agent holds, for the benefit of Notesthe holders of Note Obligations, superior to duly created, enforceable and prior perfected Liens upon the Collateral, in each case, as contemplated by, and as and to the rights of all third Persons extent required by, this Indenture and subject to no other Liens other than Permitted Liensthe Security Documents.

Security Documents. The due and punctual payment of the principal of, premium on, if any, interest and Special 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, interest and Special Interest, if any (to the extent permitted by law), on the Notes and performance of all other obligations of the Obligations shall be Company to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents Documents, which the Company and all of its Subsidiaries have has entered into simultaneously with the execution of this Indenture. Each Holder 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 release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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 Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the Trustee, take any and all actions reasonably required or as may be reasonably requested by the Collateral Agent to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company hereunder, a valid and enforceable perfected first second-priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Prior Liens.

Security Documents. (a) The due and punctual payment of the principal of, premium on, if any, interest and Additional Amounts, if any, on, the Notes and the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, interest and Additional Amounts, if any (to the extent permitted by law), on the Notes, the Guarantees and performance of all other obligations of the Obligations Issuer and the Guarantors to the Holders or the Trustee and the Security Agent under this Indenture, the Notes and the Guarantees according to the terms hereunder or thereunder, shall be secured by security interests, as provided in, and on the terms provided by, the Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents, granted in the Security Documents which the Company and all of its Subsidiaries have entered into simultaneously with the execution of this IndentureCollateral. Each Holder of NotesHolder, by its acceptance thereofof 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 Pledged CollateralLiens 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 its terms and authorizes and directs the Collateral Security Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewiththerewith and in accordance with the Intercreditor Agreement and any Additional Intercreditor Agreement. The Company shall Issuer will deliver to the Trustee copies of all documents delivered to the Collateral Security Agent pursuant to the Security Documents, and shall the Issuer and the Guarantors will, and the Company will cause each of its Restricted Subsidiaries to, 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 that the Security Agent holds, for the benefit of the Trustee, the Security Agent and the Collateral Agent the security interest in the Pledged Collateral Holders, duly created, enforceable and perfected Liens as contemplated hereby, hereby and by the Security Documents or any part thereof, as from time to time constitutedDocuments, so as to render the same available for the security and benefit of this Indenture and of the Notes and the Guarantees secured herebythereby, according to the intent and purposes herein expressed. The Company shall takeSubject to the Agreed Security Principles and the Intercreditor Agreement, or shall cause its Subsidiaries to the Issuer and the Guarantors will take, upon request of the TrusteeTrustee or the Security Agent, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Issuer hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens), ranking in favor right and priority of payment as set forth in this Indenture and the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons Intercreditor Agreement and subject to no other Liens other than Permitted Liensas permitted by the terms of this Indenture and the Intercreditor Agreement.

Security Documents. The due and punctual payment of the principal, of premium, if any, and interest on the Securities and the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Securities and the Guarantees and performance of all other obligations of the Obligations shall be Company and the Guarantors to the holders of Securities or the Trustee under this Indenture and the Securities, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and all certain of its the Restricted Subsidiaries have entered into simultaneously with the execution of this Indenture. Each Holder of NotesSecurities, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for any foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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 next sentence of the Security Documents, this Section 11.1 to assure ensure and confirm to the Trustee and the Collateral Agent Agent, the security interest in the Pledged 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 Securities and the Guarantees secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligationsobligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all of the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the applicable Collateral Agent for the benefit of the Holders of NotesSecurities, superior to and prior to with such priority as provided for in the rights of all third Persons and subject to no other Liens other than Permitted Liensapplicable Security Documents.

Security Documents. The due and punctual payment of the principal and premium, if any, of, and interest on, the Notes when and as the same shall be due and payable, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and under this Indenture, and performance of the all other Obligations shall be secured as provided in the Security Documents which Documents. The Trustee, the Company and the 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 each and/or all of its Subsidiaries have entered into simultaneously the Senior Creditors shall hold the Collateral for the benefit of the Trustee in accordance with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (includingIntercreditor Agreements, without limitation, for the provisions providing purpose of perfecting the Trustee's security interest therein for foreclosure and release so long as any obligations or commitments are outstanding under any of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewithSenior Loan Documents. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documentsshall, 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 Trustee and the Collateral Agent the security interest in the Pledged Collateral contemplated hereby, hereby and by the Security Documents or any part thereofDocuments, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured herebyhereby and thereby, according to the intent and purposes herein and therein expressed. The Company shall takeshall, or and shall cause each of its Restricted Subsidiaries to to, take, upon request of the TrusteeTrustee or the Collateral Agent, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable enforceable, perfected first priority Lien (except as expressly provided herein or therein), Liens in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent for the benefit of the Holders of NotesAgent, superior to and prior to the rights of all third Persons Persons, and subject to no other Liens Liens, other than Permitted Liensas provided herein and therein. Each Holder of a Note, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor Agreements (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 Collateral Agent, with respect to each of the Security Documents, and (ii) the Trustee, with respect to the Intercreditor Agreements, to perform their respective obligations and exercise their respective rights thereunder in accordance therewith; provided that upon qualification of this Indenture with the TIA, if any provision of the Intercreditor Agreements limits, qualifies or conflicts with the duties imposed by the provisions of the TIA, the TIA shall control.

Security Documents. The due payment of the principal of and punctual interest and premium, if any, on the Notes when due, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Issuer pursuant to the Notes or by the Subsidiary Guarantors pursuant to the Subsidiary Guarantees, the payment of all other Notes Obligations and the performance of all other obligations of the Obligations Issuer and the Subsidiary Guarantors under this Indenture, the Notes, the Subsidiary Guarantees and the Security Documents shall be secured as provided in the Security Documents Documents, which the Company Issuer and all of its Subsidiaries have the applicable Subsidiary Guarantors entered into simultaneously with on the execution of Issue Date and will be secured by Security Documents hereafter delivered as required or permitted by this Indenture. Each Holder The Issuer shall, and shall cause each Restricted Subsidiary to, and each Restricted Subsidiary shall, make all filings (including filings of Notes, continuation statements and amendments to UCC financing statements that may be necessary to continue the effectiveness of such UCC financing statements) and all other actions as are necessary or required by its acceptance thereof, consents and agrees to the terms of the Security Documents to maintain (including, without limitation, at the provisions providing for foreclosure sole cost and release expense of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent Issuer and the Trustee to enter into Restricted 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 to perform its obligations and exercise its rights thereunder in accordance therewithLiens permitted by Section 4.12. The Company On the Issue Date the Issuer shall, or shall deliver to cause the Trustee copies of all documents delivered applicable Subsidiary Guarantor to, execute and/or deliver, as applicable, to the Collateral Agent pursuant (i) duly executed mortgage releases and terminations in form for recording in the recording office of each applicable jurisdiction, with respect to any and all Liens encumbering real property of the Issuer or any Subsidiary Guarantor which secure any obligations under the 11.00% Notes (the “Existing Mortgages”); (ii) duly executed Mortgages (and, if applicable, fixture 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 Security Documents, Collateral Agent) of all recordings and shall do filings of such Mortgages in the proper recorders’ office (and payment of any taxes or cause to be done all such acts and things fees in connection therewith) 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 Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintaina valid, as security for the Obligations, a valid and enforceable perfected first second priority Lien in and on all the Pledged Collateral (subject to the Second Lien Intercreditor Agreement, Permitted Liens)Liens and Liens permitted by Section 4.12) on or against such Mortgaged Properties; and (iii) one or more Opinion of Counsel, in favor jurisdictions in which such Mortgaged Properties are located, with respect to the enforceability and validity of such Mortgages and any related fixture filings, in form and substance reasonably satisfactory to the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted LiensAgent.

Security Documents. The due Except as otherwise contemplated hereby or under any other Loan Documents and punctual payment and performance of the Obligations shall be secured as provided in the Security Documents which the Company and all of its Subsidiaries have entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees subject to the terms of the Security Documents (includingIntercreditor Agreements, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security 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 Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents are effective to create and maintain, as security for the Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens), in favor of the Collateral Administrative Agent for the benefit of the Holders 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 Notespossession 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), superior 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 prior 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 enforceability 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 all third Persons the Agents or any Lender with respect thereto, in each case under 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 subject Guarantee Requirement or (C) on the Closing Date and until required pursuant to no other Liens other than Permitted Liens.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). 108

Security Documents. The payment of the principal of and interest, premium, if any, and Additional Interest, if any, on the Notes when and as the same shall become due and punctual payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Company pursuant to the Notes or by any Guarantor pursuant to its Note Guaranties, the payment of all other Notes Obligations and the performance of all other obligations of the Obligations shall be Company and the Guarantors under this Indenture, the Notes, the Note Guaranties and the Security Documents are secured as provided in the Security Documents which the Company and all of its Subsidiaries the Guarantors 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 The Company and each of Notes, by its acceptance thereof, the Guarantors consents and agrees to be bound by the terms of the Security Documents (includingDocuments, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms time, and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and agrees to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to and each of the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall Guarantors 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, Documents to assure and confirm to the Collateral Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressedNotes. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations and any Subordinated Lien Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens), in favor of the Collateral Agent Trustee for the benefit of the Holders of Notes, superior to holders of other Priority Lien Obligations and prior any holders of Subordinated Lien Obligations, to the rights of all third Persons extent required by, and subject to no other Liens other than Permitted Lienswith the Lien priority required under, the Secured Debt Documents.

Security Documents. (a) The due and punctual payment of the principal of, premium on, if any, interest and Additional Amounts, if any, on, the Notes and any Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, interest and Additional Amounts, if any (to the extent permitted by law), on the Notes, any Note Guarantees and performance of all other obligations of the Obligations shall be Issuer and any Guarantors to the Holders or the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantees according to the terms hereunder or thereunder, are secured by security interests granted in the Collateral as provided in the Security Documents which Documents, the Company Intercreditor Agreement and all of its Subsidiaries have entered into simultaneously with any Additional Intercreditor Agreement and, on the execution of this Indenture. Each Holder of NotesIssue Date, by its acceptance thereof, consents and agrees to the terms of Liens in the Collateral under the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be set forth in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewithSchedule 1 hereof. The Company shall Issuer will deliver to the Trustee copies of all documents delivered to the Collateral Security Agent pursuant to the Security Documents, and shall the 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 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 Trustee and the Collateral Agent the security interest in the Pledged Collateral Holders hold duly created, enforceable and perfected Liens as contemplated hereby, hereby and by the Security Documents or any part thereof, as from time to time constitutedDocuments, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantees secured herebythereby, according to the intent and purposes herein expressed. The Company shall takeSubject to the Agreed Security Principles, or shall cause its Subsidiaries to the Intercreditor Agreement and any Additional Intercreditor Agreement, the Issuer and any Guarantors will take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligationsobligations of the Issuer hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)ranking in right and priority of payment as set forth in this Indenture, in favor of the Collateral Agent for Revolving Credit Facility, the benefit of the Holders of Notes, superior to Intercreditor Agreement and prior to the rights of all third Persons any Additional Intercreditor Agreement and subject to no other Liens other than Permitted Liens.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 Principles. 105

Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Obligations Issuer and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the Security Documents, according to the terms hereunder or thereunder, 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 which and the Company and all of its Subsidiaries have entered into simultaneously with the execution of this IndentureIntercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Pledged Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise 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 Company Issuer shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.1, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall takeIssuer shall, or and shall cause its the Subsidiaries to take, upon request of the TrusteeIssuer 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 to create and maintain, as security for the ObligationsObligations of the Issuer and the Guarantors to the Secured Parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected first priority Lien and security interest in and on all of the Pledged Collateral (subject to Permitted Liensthe terms of the Intercreditor Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and Trustee subject to no other Liens other than Permitted Liens.

Security Documents. The due and punctual payment of the principal, premium, if any, and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal, premium, if any, and interest (to the extent permitted by law), on the Notes and performance of all other Obligations of EFIH to the Obligations shall be Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents Pledge Agreement and the Collateral Trust Agreement, which the Company and all of its Subsidiaries have EFIH has entered into simultaneously with the execution of this IndentureIndenture and the forms of which are attached hereto as Exhibit C and Exhibit D, respectively. Each Holder 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 provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Collateral Agent and Trustee and/or the Trustee (as the case may be) to enter into the Pledge Agreement, the Collateral Trust Agreement and any other Security Documents Document and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company EFIH, at its own expense, shall deliver to the Trustee copies of all documents delivered to the Collateral Agent Trustee pursuant to the Security DocumentsPledge 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 Security DocumentsPledge Agreement or the Collateral Trust Agreement, to assure and confirm to the Trustee and the Collateral Agent Trustee the security interest in the Pledged Collateral contemplated hereby, by the Security Documents Pledge Agreement 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 Subject to the terms of the Pledge Agreement, EFIH, at its own expense, shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents Pledge Agreement to create and maintain, as security for the ObligationsObligations of EFIH hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent Trustee for the benefit of the Holders of NotesNotes and future permitted Parity Lien Obligations, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens.

Security Documents. The due Each Lender hereby further authorizes the Administrative Agent, on behalf of and punctual payment and performance for the benefit of the Obligations Lenders, to enter into each Security Document as secured party, and each Lender agrees to be bound by the terms of each Security Document; provided that the Administrative Agent shall be secured not (i) enter into or consent to any written amendment, modification, termination or waiver of any provision contained in any Security Document, or (ii) release any Collateral (except as provided in the Security Documents which the Company and all of its Subsidiaries have entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Security Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 11.4, all Lenders); provided further, however, that, without further written consent or authorization from the Lenders, the Administrative Agent may execute any documents or instruments necessary to (a) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or that is otherwise required to be released pursuant to this Agreement or to which Requisite Lenders have otherwise consented. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Administrative Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Security Document, it being understood and agreed that all rights and remedies under the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security 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 exercised solely by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens), in favor of the Collateral Administrative Agent for the benefit of the Holders Lenders in accordance with the terms thereof, and (2) in the event of Notesa foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale, superior the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Administrative Agent, as agent for and representative of the Lenders (but not any Lender or the Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and prior to apply any of the rights Obligations as a credit on account of all third Persons and subject to no other Liens other than Permitted Liensthe purchase price for any collateral payable by the Administrative Agent at such sale.

Security Documents. The due and punctual payment of the principal of, 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 and performance of all other obligations of the Obligations shall be Company to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and all of its Subsidiaries have has entered into simultaneously with the execution of this Indenture. Each Holder 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 release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The At the expense of the Company, the Company shall will deliver to the Trustee copies of all documents delivered to the Collateral Agent Trustee pursuant to the Security Documents, and shall 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 Collateral Agent Trustee the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon At the written request of the Collateral Trustee, or as otherwise required by the Security Documents, the Company will take, and will cause each Subsidiary Guarantor to take, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)) to the extent provided in the Security Documents, in favor of the Collateral Agent Trustee for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens.

Security Documents. The due and punctual payment of the principal of, premium, if any, and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notes and performance of all other Obligations of the Obligations shall be Company and the Guarantors to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which define the Company terms of the Liens that secure the Obligations and all provide that the Liens granted thereunder secure the Obligations on a second-priority basis (or, solely in the case of its Subsidiaries have entered into simultaneously the Mortgage granted with respect to the execution of this Indentureproperty 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 of NotesHolder, by its acceptance thereofof a Note, consents and agrees to all of the terms of the Security Documents (including, without limitation, including the provisions providing for foreclosure the exercise of remedies and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms their terms, and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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 next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Trustee and the Collateral Agent Liens upon the security interest in the Pledged 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 Obligations secured hereby, according to the intent and purposes herein expressed. The Company shall take, or and shall cause its their Restricted Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Company and the Guarantors hereunder, after the Discharge of First Lien Obligations, a valid and enforceable perfected first first-priority Lien in and on all the Pledged 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 (subject or, solely in the case of the Mortgage granted with respect to Permitted Liensthe 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 and the Company hereby acknowledge and agree that the Collateral Agent holds the Collateral for the ratable benefit of Notes, superior to the Holders and prior the Trustee pursuant to the rights terms of all third Persons and subject to no other Liens other than Permitted Liensthe Security Documents.

Security Documents. The due Borrower hereby agrees that the Borrower shall use its commercially reasonable efforts to obtain the necessary approvals from the applicable Gaming Authority in order to pledge or cause to be pledged all capital stock of ACLVI and punctual payment CPI pursuant to the Pledge Agreement and performance to cause the restrictions on transfers and agreements not to encumber stock of ACLVI and CPI to be applicable by no later than March 31, 2001. It is understood and agreed that (x) in the Obligations event the Disposition has not occurred on or prior to March 31, 2001, on such date, and subject to receipt of approval from the applicable Gaming Authority, the Borrower shall pledge or cause to be secured as provided in pledged all capital stock of ACLVI pursuant to the Pledge Agreement and cause such Person to enter into a guaranty substantially similar to the Subsidiary Guaranty and additional security documents substantially similar to the Security Documents which (to the Company extent applicable) granting a Lien on its assets (including, without limitation, The Reserve) and (y) the Borrower shall cause the stock of CPI to pledged to the Collateral Agent pursuant to the Pledge Agreement as promptly as possible following receipt of the approval therefore from the relevant Gaming Authority. In addition, the parties hereto acknowledge that certain notice filings with respect to the Transaction need to be completed following the Initial Borrowing Date pursuant to the Gaming Regulations applicable to the Borrower and its Subsidiaries. The Borrower agrees to complete all of its Subsidiaries have entered into simultaneously with such filings in a timely manner and to notify the execution Administrative Agent upon the completion thereof. All provisions of this Indenture. Each Holder of Notes, by its acceptance thereof, consents Credit Agreement and agrees to the terms of the Security other Credit Documents (including, without limitation, all conditions precedent, representations, warranties, covenants, events of default and other agreements herein and therein) shall be deemed modified to the provisions providing for foreclosure extent necessary to effect the foregoing (and release to permit the taking of Pledged Collateralthe actions and the satisfaction of the conditions described above within the time periods required hereby (and, rather than as otherwise provided in the Credit Documents)); provided, that (x) as to the same may extent any representation and warranty would not be true because the foregoing actions were not taken, or conditions were not satisfied, on the Initial Borrowing Date, the respective representation and warranty shall be required to be true and correct in effect all material respects at the time the respective action is taken or may condition is satisfied (or was required to be amended from time to time taken or satisfied) in accordance with its terms the foregoing provisions of this Section 13.17 and authorizes (y) all representations and directs the Collateral Agent and the Trustee warranties relating to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall do or cause be required to be done all such acts and things as may true immediately after the actions required to be necessary or propertaken, or as may the conditions required to be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged Collateral contemplated herebysatisfied, by the Security Documents this Section 13.17 have been taken 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, satisfied (or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably were required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liensbe taken or satisfied), in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens 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 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 Note Guarantees, and performance of all other monetary obligations of the Obligations shall be 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 which and the Company and all of its Subsidiaries have entered into simultaneously with the execution of this IndentureGroup Intercreditor Deed. Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, and the provisions providing for foreclosure and release of Pledged Collateral) Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with its terms their terms, and authorizes 163 and directs the Collateral Agent Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform its their respective obligations and exercise its their respective rights thereunder in accordance therewith. The Company shall Issuer will deliver to the Trustee copies of all documents delivered to the Collateral Agent Security Trustee pursuant to the Security DocumentsDocuments and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will take, 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 Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall 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 ObligationsObligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged relevant Collateral (subject to Permitted Liens), in favor of the Collateral Agent for Trustee or the benefit of Security Trustee, as the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Lienscase may be.

Security Documents. The due and punctual payment of the principal of and interest (including Additional Interest, if any) on the 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 (including Additional Interest, if any) on the Securities and performance of all other obligations of the Obligations shall be Company and the Note Guarantors to the Holders or the Trustee under this Indenture and the Securities, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which Documents, subject to the Company and all terms of its Subsidiaries have entered into simultaneously with the execution of this IndentureIntercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to all of the terms of the Security Documents (including, without limitation, including the provisions providing for foreclosure and release of Pledged Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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 next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, or and shall cause its Restricted Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company and the Note Guarantors hereunder, a valid and enforceable perfected first second-priority Lien and security interest in and on all the Pledged Collateral (subject to Permitted Liensthe terms of the Intercreditor Agreement), in favor of the Collateral Agent for the benefit of the Holders of NotesHolders, superior to and prior to the rights of all third Persons and second in priority (subject to no other Liens other than Permitted Liens) to any and all security interests at any time granted in the Collateral to secure Credit Agreement Obligations.

Security Documents. 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 in respect of the Notes (i) for the first two Interest Payment Dates at any time until payment of interest in respect of the 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 principal, 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 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 on the Notes, performance of all other Note Obligations of the obligors, together with Hedging Obligations shall be of the Company, according to the terms hereunder or thereunder, are secured on a pari passu basis among the Secured Parties, as provided in the Security Documents which the Company and all of its Subsidiaries have has entered into simultaneously with the execution of this Indenture. Each Holder of NotesHolder, 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 release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder as Secured Parties in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the Trustee, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Note Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent Agent, the Trustee for the benefit of the Holders and the counterparty under the Hedging Obligations of Notesthe Company, as Secured Parties (the “Secured Parties”), superior to and prior to the rights of all third Persons and subject to no other Liens other 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, premium and in- terest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Notes Obligations of the Obligations Company and the Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and all the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of its Subsidiaries have entered into simultaneously with the execution Holders, the Trustee and the Notes Collat- eral Agent and pursuant to the terms of this Indenturethe Security Documents and the Intercreditor Agreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Pledged Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercredi- tor Agreements, and authorizes and directs the Notes Collateral Agent and the Trustee to enter into the Security Documents on the date hereof and the Intercreditor Agreements on the Escrow Release Date, and at any time after Escrow Release Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Trustee and the Notes Collateral Agent the security interest in the Pledged 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 secured hereby, according accord- ing to the intent and purposes herein expressed. The Company shall takeshall, or and shall cause its the Restricted Subsidiaries to take, upon request of the TrusteeCompany 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 to create and maintain, as security for the ObligationsNotes Obligations of the Compa- ny and the Guarantors to the secured parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Security Documents, a valid and enforceable perfected first priority Lien and security interest in and on all of the Pledged Collateral (subject to Permitted Liensthe terms of the Intercreditor Agreements and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Holders of NotesHolders, superior to the Trustee and prior to the rights of all third Persons and Notes Collateral Agent subject to no other Liens other than Permitted Liens.

Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and payment and performance of all other obligations of the Obligations 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 Holders as provided in the Security Documents 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 all agree that the Collateral Agent holds the Collateral in trust for the benefit of its Subsidiaries have entered into simultaneously with the execution Holders and pursuant to the terms of this Indenturethe Security Documents and the Subordination Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Pledged Collateral) and the Subordination Agreement, in each case, as the same may be in effect or may be amended from time to time in accordance with its their respective terms and this Indenture and the Subordination Agreement, and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and the Subordination Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Subject to the Subordination Agreement, the Company shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 16.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, 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 to create and maintain, as security for the Obligationsobligations of the Company, a valid and enforceable perfected first priority (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 Pledged Collateral (subject to Permitted Liensthe terms of the Subordination Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted LiensHolders.

Security Documents. The payment of the principal of and interest, premium, if any, on the Notes when and as the same shall become due and punctual payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise and whether by the Company pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all other Notes Obligations and the performance of all other obligations of the Obligations shall be Company and the Guarantors under this Indenture, the Notes, the Note Guarantees and the Security Documents are secured as provided in the Security Documents Documents, certain of which the Company and all of its Subsidiaries the Guarantors 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 The Company and each of Notes, by its acceptance thereof, the Guarantors consents and agrees to be bound by the terms of the Security Documents (includingDocuments, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms time, and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and agrees to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to and each of the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall Guarantors 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, Documents to assure and confirm to the Collateral Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressedNotes. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Priority Lien Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens), in favor of the Collateral Agent Trustee for the benefit of the Holders of Notes, superior to and prior holders of other Priority Lien Obligations, to the rights of all third Persons extent required by, and subject to no other Liens other than Permitted Lienswith the Lien priority required under, the Secured Debt Documents.

Security Documents. (a) The due and punctual payment of the 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 on the Notes and performance of all other obligations of the Obligations shall be Company to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and all of its Subsidiaries have has entered into simultaneously with the execution of this IndentureIndenture and which is attached as Exhibit D hereto. Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder as a Secured Party in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent Trustee, as Secured Party, for the benefit of the Holders of NotesHolders, superior to and prior to the rights 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 interest and Additional Interest, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Interest, if any, on the Notes and performance of all other Obligations of the Obligations shall be Issuers and the Guarantors to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which define the Company terms of the Liens that secure the Obligations and provide that the Liens granted thereunder secure the Obligations on a first-priority basis equally and ratably with all Credit Agreement Obligations, subject to the terms of its Subsidiaries have entered into simultaneously with the execution of this IndentureCollateral Sharing Agreement. Each Holder of NotesHolder, by its acceptance thereofof a Note, consents and agrees to all of the terms of the Security Documents and the Collateral Sharing Agreement (including, without limitation, including the provisions providing for foreclosure the exercise of remedies and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms their terms, and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and the Collateral Sharing Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company Issuers shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security DocumentsDocuments and the Collateral Sharing Agreement, and shall 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 next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Trustee and the Collateral Agent Liens upon the security interest in the Pledged 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 Obligations secured hereby, according to the intent and purposes herein expressed. The Company Issuers shall take, or and shall cause its their Restricted Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Issuers and the Guarantors hereunder, a valid and enforceable perfected first first-priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent for the ratable benefit of the Holders, after the Discharge of Credit Agreement Obligations, and if the Discharge of Credit Agreement Obligations has not occurred, for the ratable benefit of the Secured Parties (as defined in the Collateral Sharing Agreement), equal in priority (subject to Permitted Liens) to any and all Liens at any time granted upon the Collateral to secure Credit Agreement Obligations or any other first-priority Liens. The Trustee and the Issuers hereby acknowledge and agree that the Collateral Agent holds the Collateral for the ratable benefit of the Holders of Notes, superior to and prior the Trustee and the other Secured Parties (as defined in the Collateral Sharing Agreement) pursuant to the rights terms of all third Persons the Security Documents and subject to no other Liens other than Permitted Liensthe terms of the Collateral Sharing Agreement.

Security Documents. The due and punctual payment of the principal of and interest (including Additional Interest, if any) on the 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 (including Additional Interest, if any) on the Securities and performance of all other obligations of the Obligations shall be Company and the Note Guarantors to the Holders or the Trustee under this Indenture and the Securities, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which Documents, subject to the Company and all terms of its Subsidiaries have entered into simultaneously with the execution of this IndentureIntercreditor Agreement. Each Holder of Notesa Security, by its acceptance thereof, consents and agrees to all of the terms of the Security Documents (including, without limitation, including the provisions providing for foreclosure and release of Pledged Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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 next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 Securities secured hereby, according to the intent and purposes herein expressed. The Company shall take, or and shall cause its Restricted Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company and the Note Guarantors hereunder, a valid and enforceable perfected first (a) first-priority Lien and security interest in and on all the Pledged First-Priority Collateral (consisting of the 2004 Notes First Lien Collateral, as defined in the Intercreditor Agreement, as in effect on the Closing Date) and (b) second-priority Lien and security interest in and on all Second-Priority Collateral (consisting of the Senior Lender First Lien Collateral, as defined in the Intercreditor Agreement, as in effect on the Closing Date), in each case, subject to Permitted Liens), the terms of the Intercreditor Agreement and in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted LiensHolders.

Security Documents. (a) The due and punctual payment of the principal of and interest on the Note 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 on the Note and performance of all other obligations of the Obligations shall be Company to the Holders under this Agreement and the Note, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and all of its Subsidiaries have has entered into simultaneously with the execution of this IndentureAgreement. Each Holder of NotesThe Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewithterms. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent Holders, the security interest in the Pledged 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 Agreement and of the Notes Note secured hereby, according to the intent and purposes herein expressed. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the TrusteeHolders, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent for the benefit of the Holders of NotesHolders, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens.

Security Documents. (a) The due and punctual payment of the 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 on the Notes and performance of all other obligations of the Obligations shall be Company to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and all of its Subsidiaries have has entered into simultaneously with the execution of this IndentureIndenture and which is attached as Exhibit F hereto. Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder as a Secured Party in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent Trustee, as Secured Party, for the benefit of the Holders of NotesHolders, superior to and prior to the rights 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 interest and Additional Interest, if any, on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Interest, if any, on the Notes and performance of all other obligations of the Obligations shall be Issuers to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company Issuers and all of its Subsidiaries the Guarantors have entered into simultaneously with the execution of this Indenture, subject to the terms of the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, including the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company Issuers shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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 next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company Issuers shall take, or and shall cause its their Restricted Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Issuers and the Guarantors hereunder, a valid and enforceable perfected first second-priority Lien and security interest in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent for the benefit of the Holders of NotesHolders, superior to and prior to the rights of all third Persons and second in priority (subject to no other Liens other than Permitted Liens) to any and all security interests at any time granted in the Collateral to secure Credit Agreement Obligations.

Security Documents. The due All Security Documents theretofore executed and punctual payment delivered in connection with the Original Financing Agreement and performance 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 Obligations shall be secured as 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 to the Collateral. All filings, recordings and deliveries of instructions and other actions necessary or desirable in the opinion of the Administrative Agent, the Lenders or their respective counsel in order to protect, preserve and perfect the 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 deed of mortgage No. 539 dated August 4, 2000 to reflect the assignment by Nortel in favor of MSSF and (ii) the registration of the assignment by Nortel to MSSF of its rights under the deed of mortgage No. 64 dated March 25, 2003 and (b) the entering into of amendments to each of the Security Documents which the Company and all of its Subsidiaries have entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to that reflect the terms of the Security Documents (includingDebt Restructuring set forth in this Agreement, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may which shall be in effect or may be amended from time to time completed in accordance with Section 8.1(t) of this Agreement) shall have been duly executed by the Borrower and its terms Subsidiaries, as applicable, and authorizes registered, or filed for registration and directs a certified copy of the Collateral Agent and registered agreement or deed or of the Trustee to enter into official receipt or other document evidencing such filing, as the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company case may be, shall deliver to the Trustee copies of all documents have been delivered to the Collateral Agent pursuant 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 DocumentsDocuments shall have been paid in full by the Borrower, 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 certified copies of the Security Documents, to assure and confirm receipts thereof shall have been delivered to the Trustee and Administrative Agent; provided, however, that the Collateral Agent Borrower shall not be responsible for any such fees, taxes, expenses or other costs in connection with the security interest in the Pledged Collateral contemplated hereby, by the filing of any 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 a result of the Notes secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request assignment of the Trustee, any and all actions reasonably required Assigned Indebtedness from Nortel or BBVA to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens), in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted LiensMSSF.

Security Documents. (a) The due and punctual payment of the 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 on the Notes and performance of all other obligations of the Obligations shall be Company and the Guarantors to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and all of its Subsidiaries have the Guarantors has entered into simultaneously with the execution of this IndentureIndenture and which is attached as Exhibit D hereto. Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder as a Secured Party in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent and the Trustee for the benefit of the Holders of NotesHolders, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens.

Security Documents. (a) The due and punctual payment of the 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 on the Notes and performance of all other obligations of the Obligations shall be Company to the holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and all of its Subsidiaries have Mx. Xxxx You-Bin has entered into simultaneously with the execution of this IndentureIndenture and which is attached as Exhibit E hereto. Each Holder of Notesholder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder as a Secured Party in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent Trustee, as Secured Party, for the benefit of the Holders of Notesholders, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens.

Security Documents. The due and punctual payment of the principal and premium, if any, of, and interest on, the Notes when and as the same shall be due and payable, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and under this Indenture, and performance of the all other Obligations shall be secured as provided in the Security Documents which Documents. The Trustee, the Company and all the Subsidiary Guarantors hereby consent and agree that, with respect to that portion of its Subsidiaries have entered into simultaneously 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 execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (includingIntercreditor Agreement, without limitationfor 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 provisions providing for foreclosure and release of Pledged Collateral) as Senior Secured Note Purchase Agreement or the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewithSenior Secured Notes. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documentsshall, 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 Trustee and the Collateral Agent the security interest in the Pledged Collateral contemplated hereby, hereby and by the Security Documents or any part thereofDocuments, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured herebyhereby and thereby, according to the intent and purposes herein and therein expressed. The Company shall takeshall, or and shall cause each of its Restricted Subsidiaries to to, take, upon request of the TrusteeTrustee or the Collateral Agent, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable enforceable, perfected first priority Lien (except as expressly provided herein or therein), Liens in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent for the benefit of the Holders of NotesAgent, superior to and prior to the rights of all third Persons Persons, and subject to no other Liens Liens, other than Permitted Liensas provided herein and therein. Each Holder of a Note, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Intercreditor 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 Collateral Agent, with respect to each of the Security Documents, and (ii) the Trustee, with respect to the Intercreditor Agreement, to perform their respective obligations and exercise their respective rights thereunder in accordance therewith; PROVIDED that upon qualification of this Indenture with the TIA, if any provision of the Intercreditor Agreement limits, qualifies or conflicts with the duties imposed by the provisions of the TIA, the TIA shall control.

Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Obligations Company and the Guarantors to the Holders or the Trustee under this Indenture, the Notes, the Guarantees, the Collateral Agency Agreement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Collateral Agency Agreement. The Trustee and the Company hereby acknowledge and all agree that the Collateral Agent holds the Collateral in trust for the benefit of its Subsidiaries have entered into simultaneously with the execution Holders and the Trustee and pursuant to the terms of this Indenturethe Security Documents and the Collateral Agency Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Pledged Collateral) and the Collateral Agency Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Collateral Agency Agreement, and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and the Collateral Agency Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or and shall cause its Subsidiaries the Guarantors to take, upon request of the Trustee, 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 to create and maintain, as security for the ObligationsObligations of the Company and the Guarantors to the Noteholder Secured Parties under this Indenture, the Notes, the Guarantees, the Collateral Agency Agreement and the Security Documents, a valid and enforceable perfected first priority Lien and security interest in and on all of the Pledged Collateral (subject to Permitted Liensthe terms of the Collateral Agency Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and Trustee subject to no other Liens other than Permitted Liens.

Security Documents. The due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Obligations Company and the Guarantors to the Holders, the Second Lien Collateral Agent or the Trustee under this Indenture, the Notes, the Guarantees, the Intercreditor Agreement and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Trustee, the Company and all the Guarantors hereby acknowledge and agree that the Second Lien Collateral Agent holds the Collateral as security for the benefit of its Subsidiaries have entered into simultaneously with the execution Holders, the Trustee and the Second Lien Collateral Agent and pursuant to the terms of this Indenturethe Security Documents and the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Pledged Collateral) and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Second Lien Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewiththe Intercreditor Agreement. The Company shall deliver to the Trustee Second Lien Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.01, to assure and confirm to the Trustee and the Second Lien Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall takeshall, or and shall cause its the Restricted Subsidiaries to take, upon request of the TrusteeCompany (in each case at the expense of the Company or Restricted Subsidiary) 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 to create and maintain, as security for the ObligationsObligations of the Company and the Guarantors to the secured parties under this Indenture, the Notes, the Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected first priority Lien and security interest in and on all of the Pledged Collateral (subject to Permitted Liensthe terms of the Intercreditor Agreement and the Security Documents), in favor of the Second Lien Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and Trustee subject to no other Liens other than Permitted Liens.

Security Documents. The due and punctual payment of the principal of, premium (if any) and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium (if any) and interest on the Notes and performance of all other Obligations of the Obligations Issuer and the Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Note Guarantees, and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents (upon the entry into such documents), which define the Company terms of the Liens that secure Notes Obligations, subject to the terms of the Security Documents. The Trustee, the Issuer and all the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of its Subsidiaries have entered into simultaneously with the execution Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of this Indenturethe Security Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Pledged Collateral) ), each as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Notes Collateral Agent and the Trustee to enter into the Security Documents prior to, on or following the date of this Indenture, and the Security Documents at any time after the date of this Indenture, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver On or following the date of this Indenture and subject to the First Lien Intercreditor Agreement, the Issuer and the Guarantors shall execute any and all further documents, financing statements, agreements and instruments, and take all further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents) that may be required under applicable law and that the Trustee copies or the Notes Collateral Agent may reasonably request, in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the security interests created or intended to be created by the Security Documents in the Collateral, all documents delivered at the expense of the Issuer and the Guarantors; provided that for so long as there are outstanding any Credit Agreement Obligations, no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral to the extent such actions are not required to be taken with respect to the Credit Agreement. The Collateral will also secure the Issuer’s and the Guarantors’ obligations under or in connection with the Credit Agreement, including, without limitation, the Specified Hedge Agreements and Specified Cash Management Agreements (as each such term is defined in (or substantively equivalent terms are defined in) the Credit Agreement) (or, once the Credit Agreement ceases to exist, any Credit Facility), provided that an authorized representative of the holders of such Indebtedness under the Credit Agreement or the Credit Facility shall have executed (or otherwise be subject to) the First Lien Intercreditor Agreement or a joinder thereto (to the extent required by the terms of the Credit Agreement or, if the Credit Agreement ceases to exist, the Credit Facility). The proceeds of any collection, sale, disposition or other realization of Collateral received in connection with the exercise of remedies (including distributions of cash, securities or other property on account of the value of the Collateral in a bankruptcy, insolvency, reorganization or similar proceedings) will be applied in accordance with the First Lien Intercreditor Agreement. Notwithstanding anything to the contrary, (i) the liens and security interests granted to the Notes Collateral Agent pursuant to the Security DocumentsDocuments and all rights and obligations of the Trustee and the Notes Collateral Agent hereunder are expressly subject to the First Lien Intercreditor Agreement and (ii) the exercise of any right or remedy by the Trustee hereunder is subject to the limitation and provisions of the First Lien Intercreditor Agreement. Without limiting any of the rights and protections (including indemnities) of the Trustee or the Notes Collateral Agent hereunder, in the event of any conflict or inconsistency between the terms of the First Lien Intercreditor Agreement and the terms of this Indenture, the terms of the First Lien Intercreditor Agreement shall do or cause govern. Each Holder, by accepting a Note, agrees that the Liens on the Collateral are subject to be done all such acts the terms of the First Lien Intercreditor Agreement and things as may be necessary or proper, or as may be required by that the Holders shall comply with the provisions of the Security Documents, First Lien Intercreditor Agreement applicable to assure and confirm them in their capacities as such to the Trustee and the Collateral Agent the security interest in the Pledged Collateral contemplated hereby, by the Security Documents or any part thereof, same extent 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, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens), in favor of the Collateral Agent for the benefit of if the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Lienswere parties thereto.

Security Documents. The due Except as otherwise contemplated hereby or under any other Loan Documents and punctual payment and performance of the Obligations shall be secured as provided in the Security Documents which the Company and all of its Subsidiaries have entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees subject to the terms of the Security Documents (includingIntercreditor Agreements, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security 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 Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents are effective to create and maintain, as security for the Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens), in favor of the Collateral Administrative Agent for the benefit of the Holders 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 Notespossession 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), superior 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 prior 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 enforceability 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 all third Persons the Agents or any Lender with respect thereto, in each case under 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 subject Guarantee Requirement or (C) on the Closing Date and until required pursuant to no other Liens other than Permitted LiensSection 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. The due and punctual payment and performance of the Obligations shall be secured as provided in the Security Documents which the Company and all of its Subsidiaries have entered into simultaneously with At any time after the execution of this Indenture. Each Holder of Notes, by its acceptance and delivery thereof, consents and agrees to the terms any of the 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 privileges purported to be created thereby (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security 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 Collateral Agent the a first priority perfected security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens) in, and Lien on, all of the Collateral for which Agent or Collateral Agent has taken necessary actions to perfect its security interest), in favor of the Collateral Agent for the benefit of the Holders of NotesAgent, superior to and prior to the rights of all third Persons and subject to no other Liens (except to the extent expressly permitted herein or therein); or any Credit Party shall default in the due performance or observance of any term, covenant or agreement on its part to 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 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 consent of Majority Lenders, and at the direction of the Majority Lenders shall, take one or 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 than Permitted Liensamounts accrued in accordance with 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 Borrower agrees that upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 9.1(g) or Section 9.1(h) with respect to Borrower it will pay) to Agent such additional amount of cash, to be held as security by Agent, as is equal to the aggregate Stated Amount of all Letters of Credit issued for the account of Borrower and its subsidiaries and then outstanding, provided, however, that if an Event of Default specified in paragraph (g) or (h) of this Section shall occur, the result which would occur upon the giving of notice by Agent to Borrower, as specified in clauses (A) or (B) above, shall occur automatically without the giving of any such notice. Promptly following the 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 effect of such declaration.

Security Documents. The due and punctual payment of the principal, premium, if any, and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notes and performance of all other Notes Obligations of the Obligations Issuer and the Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Security Documents, according to the terms hereunder or thereunder, 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 which and the Company and all of its Subsidiaries have entered into simultaneously with the execution of this IndentureIntercreditor Agreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Pledged Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Notes Collateral Agent and the Trustee to enter into the Security Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company Issuer shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.01, to assure and confirm to the Trustee and the Notes Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall takethe Issuer shall, or and shall cause its the Restricted Subsidiaries to take, upon request of the TrusteeIssuer 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 to create and maintain, as security for the ObligationsNotes Obligations of the Issuer and the Guarantors to 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 first priority Lien and security interest in and on all of the Pledged Collateral (subject to Permitted Liensthe terms of the Intercreditor Agreements and the Security Documents), in favor of the Notes Collateral Agent for the benefit of itself, the Holders of Notes, superior to and prior to the rights of all third Persons and Trustee subject to no other Liens other than Permitted Liens.

Security Documents. The due and punctual payment of the 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 on the Notes and performance of all other obligations of the Obligations Company to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents which the Company and all of its Subsidiaries have has entered into simultaneously with the execution of this Indenture. Each Holder 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 release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms terms, initially appoints the Trustee to act as the "COLLATERAL AGENT" thereunder and authorizes and directs the Trustee, solely in its capacity as Collateral Agent and the Trustee Agent, to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security 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 Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent for its benefit and the ratable benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens (other than Permitted LiensLiens permitted by the Security Documents).

Security Documents. The due and punctual payment of the principal of and interest on the Notes when and as the same will 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, interest and Additional Interest, if any, on the Notes and performance of all other Obligations of the Obligations shall Company and the Guarantors to the Holders, the Trustee or the Collateral Trustee under this Indenture, the Notes, and the Security Documents, according to the terms hereunder or thereunder, 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 Company hereby acknowledge and all agree that the Collateral Trustee holds the Collateral in trust for the benefit of its Subsidiaries have entered into simultaneously with the execution Trustee and the Holders, in each case pursuant to the terms of this Indenturethe Security Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including, without limitation, including the provisions providing for the application of proceeds, exercise of remedies, possession, use, release and foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes the appointment of the Collateral Trustee. The Trustee and each Holder, by accepting a Note authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall will deliver to the Collateral Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Collateral Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall takewill deliver to Trustee copies of all Security Documents delivered to the Collateral Trustee. The Company will, or shall and will cause its the Subsidiaries to take, upon request of the TrusteeCompany to, use its and their commercially reasonable efforts to take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations under the Notes, a valid and enforceable perfected first priority Lien and security interest in and on all of the Pledged Collateral (subject to Permitted Liensthe terms of the Intercreditor Agreement), in favor of the Collateral Agent Trustee for the benefit of the Holders of NotesNotes and holders of other Permitted Fixed Asset Obligations, superior to and prior to the rights of all third Persons extent required by and subject to no other Liens other than Permitted Lienswith the Lien priority as provided by the Secured Debt Documents.

Security Documents. The due and punctual payment of the 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, special redemption or otherwise, and interest on the overdue principal of and interest on the Notes and performance of all other obligations of the Obligations Company and the Subsidiary Guarantors to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents which the Company and all of its Subsidiaries have entered into simultaneously with the execution of this IndentureDocuments. Each Holder of NotesHolder, 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 release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Collateral Agent and the Trustee Collateral Trustee, with respect to the Sharing Securities Documents, to enter into the Security Documents such security documents and to perform its their obligations and exercise its their rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent and the Collateral Trustee pursuant to the Security 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 Trustee, the Collateral Agent and the Collateral Agent Trustee the security interest in the Pledged 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 secured herebythereby, according to the intent and purposes herein and therein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligationsobligations of the Company hereunder, a valid and enforceable perfected first priority Lien lien on and security interest in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notesand other Persons for whose benefit the Collateral Agent or Trustee, superior to and prior as applicable, acts pursuant to the rights of all third Persons and subject to no other Liens other than Permitted LiensSecurity Documents.

Security Documents. The due Second-Lien Lenders each hereby agree and punctual payment and performance consent to all of the Obligations provisions of the Security Documents. The bank serving as the Administrative Agent and/or the Collateral Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and such bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any subsidiary or other Affiliate thereof as if it were not an Agent hereunder. Neither Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) neither Agent shall be secured subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) neither Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed in writing to exercise by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08), (c) each Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Security Documents which relevant Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its reasonable satisfaction by the Company relevant Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action and (d) except as expressly set forth in the Loan Documents, neither Agent shall have any duty to disclose, nor shall it be liable for the failure to disclose, any information relating to Holdings, the Borrower or any of the subsidiaries thereof that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of its Subsidiaries have entered into simultaneously Affiliates in any capacity. Neither Agent shall be liable for any action taken or not taken by it with the execution consent or at the request of this Indenturethe Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.08) or in the absence of its (or its agents’, employees’, advisors’, director’s, officer’s or affiliates’) own gross negligence, bad faith or willful misconduct or breach of the Loan Documents (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Neither Agent shall be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to such Agent by the Borrower or a Lender, and neither Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, (v) the perfection or priority of any Lien or security interest created or purported to be created under the Collateral Documents or (vi) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to such Agent. Each Holder of NotesAgent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by its acceptance thereofit in good faith to be genuine and to have been signed or sent by the proper Person. Each Agent may also rely upon any statement made to it orally or by telephone and believed by it in good faith to have been made by the proper Person, consents and agrees to the terms of the Security Documents shall not incur any liability for relying thereon. Each Agent may consult with legal counsel (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same who may be counsel for the Borrower or any Affiliate thereof), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in effect or may be amended from time to time good faith and in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance with the conditions specified in Section 4.01 or Section 4.02, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date or Credit Event specifying its terms objection thereto. Each Agent may perform any and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform all its obligations duties and exercise its rights thereunder in accordance therewithand powers by or through any one or more sub-agents appointed by it. Each Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties. The Company exculpatory provisions of the preceding paragraphs shall deliver apply to any such sub-agent and to the Trustee copies Related Parties of each Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Credit Facilities provided for herein as well as activities as Agent. Subject to the appointment and acceptance of a successor First-Lien Agent as provided below, any First-Lien Agent may resign at any time by notifying in writing the relevant First-Lien Lenders, each Issuing Bank (if applicable) and the Borrower. Upon receipt of any such notice of resignation of the Administrative Agent or the First-Lien Collateral Agent, the Required Lenders shall have the right, with the consent of the Borrower (such consent not to be unreasonably withheld, and provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing under paragraphs (g)(i) or (h) of Section 7.01), to appoint a successor (other than a Disqualified Institution) which shall be a commercial banking institution organized under the laws of the United States or any State or a United States branch or agency of a commercial banking institution, in each case having a combined capital and surplus of at least $500,000,000. Subject to the appointment and acceptance of a successor Second-Lien Agent as provided below, any Second-Lien Agent may resign at any time by notifying in writing the relevant Second-Lien Lenders and the Borrower. Upon receipt of any such notice of resignation of the Administrative Agent or the Second-Lien Collateral Agent, the Required Lenders shall have the right, with the consent of the Borrower (such consent not to be unreasonably withheld, and provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing under paragraphs (g)(i) or (h) of Section 7.01), to appoint a successor (other than a Disqualified Institution) which shall be a commercial banking institution organized under the laws of the United States or any State or a United States branch or agency of a commercial banking institution, in each case having a combined capital and surplus of at least $500,000,000. -(149-) If no successor agent is appointed prior to the effective date of resignation of the relevant Agent specified by such Agent in its written notice, the resigning Agent may appoint, after consulting with the relevant Lenders and the Borrower, a successor agent from among the relevant Lenders. If no successor agent has accepted appointment as the successor agent by the date which is 60 days following the retiring Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and the relevant Lenders shall perform all documents delivered to of the duties of such Agent hereunder until such time, if any, as the Required Lenders, appoint a successor agent as provided for above (except in the case of the Collateral Agent pursuant holding collateral security on behalf of any Secured Parties, the resigning Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed). Upon the acceptance of any appointment as an Agent hereunder by a successor and upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Security Documents, and shall do such other instruments or cause to be done all such acts and things notices, as may be necessary or properdesirable, or as the Required Lenders may be required by request, in order to (a) continue the provisions perfection of the Security Documents, Liens granted or purported to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged Collateral contemplated hereby, be granted by the Security Documents or (b) otherwise ensure that the obligations under Section 5.09 are satisfied, the successor Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges, and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Related Parties in respect of any part thereofactions taken or omitted to be taken by any of them while acting as Agent. None of Lenders or other Persons identified on the cover page or signature pages of this Agreement as a “syndication agent,” “documentation agent,” “bookrunner” or “arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders or other Persons so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has, independently and without reliance upon the Agents, the Arrangers or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Agents, the Arrangers or any other Lender and based on such documents and information as it shall from time to time constituteddeem appropriate, so as continue to render make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder. To the same available extent required by any applicable law, the Administrative Agent may withhold from any interest payment to any Lender an amount equivalent to any applicable withholding tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the security account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in -(150-) circumstance which rendered the exemption from, or reduction of, withholding tax ineffective or for any other reason, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as tax or otherwise, including any penalties or interest and benefit of this Indenture together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred. In case of the Notes secured herebypendency of any receivership, according insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, the intent Administrative Agent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens), in favor of the Collateral Agent for (irrespective of whether the benefit Obligations shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether such Agent shall have made any demand on the Holders of NotesBorrower) shall be entitled and empowered, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Liens.by intervention in such proceeding or otherwise;

Security Documents. The due and punctual payment of the principal and Accreted Value of and interest and premium (if any) on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal or Accreted Value of and interest on the Notes and performance of all other obligations of the Obligations shall be Company to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and all of its Subsidiaries the Guarantors have entered into simultaneously with the execution of this Indenture, subject to the terms of the Intercreditor Agreement. Each Holder of Notesa Note, by its acceptance thereof, consents and agrees to the terms of this Indenture and the Security Documents (including, without limitation, including the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms or the terms hereof and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee (if it is not itself then the Collateral Agent) copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and 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 next sentence of the Security Documentsthis Section 10.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or and shall cause its Restricted Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company and the Guarantors hereunder, a valid and enforceable perfected first third-priority Lien and security interest in and on 100% of the capital stock of, or other Equity Interests in, existing and future Domestic Subsidiaries owned by the Company and its Restricted Subsidiaries, substantially all the Pledged Collateral (subject to Permitted Liens)personal property assets of the Company and the Guarantors, all fee interests in real property assets and all leasehold interests, in favor of the Collateral Agent for the benefit of the Holders of NotesHolders, superior to and prior to the rights of all third Persons and in priority (subject to no other Liens other than Permitted Liens) to Liens securing Credit Agreement Obligations.

Security Documents. (a) The due and punctual payment of the principal of, premium on, if any, and interest, on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest (to the extent permitted by law), on the Notes and performance of all other obligations of the Obligations shall be Company to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided in the applicable Security Documents which the Company and all of its Subsidiaries have has entered into simultaneously with the execution of this Indenture. Each Holder 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 release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Pledge Agreements, the Collateral Trust Agreement and any other applicable Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall will deliver to the Trustee copies of all documents delivered to the Collateral Agent Trustee pursuant to the Security Documents, and shall 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 Collateral Agent Trustee the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent Trustee for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Prior Liens.

Security Documents. The due and punctual payment of the principal and premium, if any, of and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at Stated Maturity, by acceleration, repurchase, redemption, special redemption or otherwise, and interest on the overdue principal of and interest on the Notes and performance of all other obligations of AirGate and the Obligations Guarantors to the Holders or the Trustee under this Indenture, the Security Documents or the Notes, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents which the Company and all of its Subsidiaries have entered into simultaneously with the execution of this IndentureDocuments. Each Holder of NotesHolder, 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 Pledged CollateralCollateral pursuant to the terms set forth in the Intercreditor Agreement) as the same may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Collateral Agent and the Trustee to enter into the such Security Documents and Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company AirGate shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Intercreditor Agreement and the Security 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 Intercreditor Agreement and the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged Collateral contemplated hereby, by the Intercreditor Agreement, 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 secured herebythereby, according to the intent and purposes herein and therein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, AirXxxx xxall take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligationsobligations of AirGate hereunder, a valid and enforceable perfected first priority Lien lien on and security interest in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notesand other Persons for whose benefit the Collateral Agent or Trustee, superior to and prior as applicable, acts pursuant to the rights of all third Persons and Security Documents, subject to no other Liens other than Permitted Liensthe provisions of the Intercreditor Agreement.

Security Documents. The due and punctual payment of the principal of, premium, if any, and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notes and performance of all other Notes Obligations of the Obligations Issuers and the Guarantors to the Holders, the Trustee or the Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Security Documents, according to the terms hereunder or thereunder, 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 which and the Company and all of its Subsidiaries have entered into simultaneously with the execution of this IndentureIntercreditor Agreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Pledged Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and the Intercreditor Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company Issuers shall deliver to the Trustee Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 12.01, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall takeHoldings shall, or and shall cause its the Restricted Subsidiaries to takeof Holdings to, upon request of the Trustee, 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 to create and maintain, as security for the ObligationsNotes Obligations of the Issuers and the Guarantors to 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 first priority Lien and security interest in and on all of the Pledged Collateral (subject to Permitted Liensthe terms of the Intercreditor Agreements and the Security Documents), in favor of the Collateral Agent for the benefit of itself, the Holders of Notes, superior to and prior to the rights of all third Persons and Trustee subject to no other Liens other than Permitted Liens, and to otherwise comply with the requirements of the Collateral Requirement.

Security Documents. The due and punctual payment of the principal of, premium on, if any, and interest on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest (to the extent permitted by law), on the Notes and performance of all other obligations of the Obligations shall be Company to the Holders of Notes or the Trustee under this Indenture and the Notes (including, without limitation, the Note Guarantees), according to the terms hereunder or thereunder, are secured as provided in the Security Documents Documents, which the Company and all of its Subsidiaries have has entered into simultaneously with the execution of this Indenture. Each Holder 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 release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall will deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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 Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the 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 to create and maintain, as security for the ObligationsObligations of the Company hereunder, a valid and enforceable perfected first second priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons and subject to no other Liens other than Permitted Prior Liens.

Security Documents. The due and punctual payment and performance of the Obligations principal of and any premium and interest on the Notes when and as the same shall be due and payable, pursuant to a Special Mandatory Redemption under Section 3.07 or an acceleration under Section 6.02 prior to a Special Mandatory Redemption or the release of the Escrow Funds and all other obligations of the Issuer and the Guarantors to the Holders or the Trustee under this Indenture and the Notes relating to a Special Mandatory Redemption or the payment of the Special Mandatory Redemption Price, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents which the Company and all of its Subsidiaries have entered into simultaneously with the execution of this IndentureDocuments. Each Holder of NotesHolder, 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 release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewiththeir terms. The Company Issuer shall deliver to the Trustee copies of all documents delivered to the Collateral Agent Securities Intermediary pursuant to the Security 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 Collateral Agent the security interest in the Pledged 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 secured herebythereby, according to the intent and purposes herein and therein expressed. The Company Issuer shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligationsobligations of the Issuer hereunder, a valid and enforceable perfected first priority Lien lien on and security interest in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent Trustee and the Securities Intermediary for the benefit of the Holders of Notesand other Persons for whose benefit the Securities Intermediary or Trustee, superior to and prior as applicable, acts pursuant to the rights of all third Persons and subject to no other Liens other than Permitted LiensSecurity Documents.

Security Documents. (a) The due and punctual payment of the 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 on the Notes and performance of all other obligations of the Obligations shall be Company and the Guarantors to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and all of its Subsidiaries have the Guarantors has entered into simultaneously with the execution of this IndentureIndenture and which is attached as Exhibit D hereto. Each Holder of NotesHolder, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder as a Secured Party in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall 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, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall will take, or shall and will cause its Subsidiaries to take, upon request of the Trustee, any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent Trustee, as Secured Party, for the benefit of the Holders of NotesHolders, superior to and prior to the rights 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, interest and Additional 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 date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Interest (to the extent permitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations of the Obligations shall be Company and QCII to the Holders of Notes or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and all of its Subsidiaries QCII have entered into simultaneously with the execution of this Indenture. Each Holder 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 release of Pledged Collateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs each of the Collateral Agent and the Trustee Agents to enter into the Security Documents and to perform its their obligations and exercise its their rights thereunder in accordance therewith. The Company and QCII shall deliver to the Trustee (if it is not itself then the QSC Collateral Agent or the QCII Collateral Agent) copies of all documents delivered to each of the Collateral Agent Agents pursuant to the Security Documents, and shall 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 next sentence of the Security Documentsthis Section 11.01, to assure and confirm to the Trustee and the Collateral Agent Agents, the security interest in the Pledged 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 Note Guarantees secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company hereunder, a valid and enforceable perfected first priority Lien in and on all of the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the applicable Collateral Agent for the benefit of the Holders of Notes, superior to and prior to with such priority as provided for in the rights of all third Persons and subject to no other Liens other than Permitted Liensapplicable Security Documents.

Security Documents. 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 and performance of all other obligations of the Obligations shall be Obligors to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and all of its Subsidiaries Obligors have entered into simultaneously with the execution of this Indenture. Each Holder of NotesHolder, 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 Pledged CollateralCollateral (as defined in the Security Documents)) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall Obligors will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee NY\5800144.17 and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, Obligors will take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Obligors hereunder, a valid and enforceable perfected first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent for the benefit of the Holders of NotesHolders, superior to and prior to the rights of all third Persons and subject to no other Liens 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 Collateral 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, premium and interest on the Notes when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium and interest on the Notes and performance of all other Notes Obligations of the Obligations Company and the Guarantors to the Holders, the Trustee or the Notes Collateral Agent under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents Documents, which define the terms of the Liens that secure Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Company and all the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of its Subsidiaries have entered into simultaneously with the execution Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of this Indenturethe Security Documents and the Intercreditor Agreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Pledged Collateral) and the Intercreditor Agreements, each as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture, and authorizes and directs the Notes Collateral Agent and the Trustee to enter into the Security Documents Documents, the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement on the Issue Date (including by way of joinders thereto), and each additional Security Document and Junior Lien Intercreditor Agreement, if any, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Collateral Agent be filed pursuant to the Security Documents, and shall will do or cause to be done all such acts and things as may be necessary or proper, or as may be reasonably required by the provisions next sentence of the Security Documentsthis Section 9.01, to assure and confirm to the Trustee and the Notes Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The On or following the Issue Date and subject to the ABL Intercreditor Agreement, the Company and the Guarantors shall takeexecute, file or shall cause its Subsidiaries to take, upon request the filing of the 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 and cause the Notes Obligations to create be and maintain, as security for the Obligations, remain secured on a valid and enforceable perfected first first-priority Lien in and on all the Pledged Collateral basis (subject to Permitted Liensthe applicable Intercreditor Agreements); provided that for so long as there are outstanding any Credit Agreement Obligations, in favor no actions shall be required to be taken with respect to the perfection of the security interests in the Collateral Agent for the benefit of the Holders of Notes, superior to and prior to the rights of all third Persons extent such actions are not required to be taken with respect to the Credit Agreement and subject to no other Liens other than Permitted Liensnot so taken.

Security Documents. 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 and performance of all other obligations of the Obligations shall be Financing Entities to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents Documents, which the Company and all of its Subsidiaries Financing Entities have entered into simultaneously with the execution of this Indenture. Each Holder of NotesHolder, by its acceptance thereofhereof, consents and agrees to the terms of the Intercreditor Agreement and the other Security Documents (including, without limitation, the provisions providing for foreclosure and release of Pledged CollateralCollateral (as defined in the Security Documents)) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent and the Trustee to enter into the Intercreditor Agreement and the other Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Company shall deliver to the Trustee copies of all documents delivered to the Collateral Agent pursuant to the Security Documents, and shall Each Financing Entity will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Collateral Agent the security interest in the Pledged 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 secured hereby, according to the intent and purposes herein expressed. The Company shall take, or shall cause its Subsidiaries to take, upon request of the Trustee, Each Financing Entity will take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the ObligationsObligations of the Company hereunder, a valid and enforceable perfected (or, in the case of Real Property, valid) first priority Lien in and on all the Pledged Collateral (subject to Permitted Liens)Collateral, in favor of the Collateral Agent for the benefit of the Holders of NotesHolders, superior to and prior to the rights of all third Persons and subject to no other Liens Liens, in each case, other than Permitted Liens. Each of the Holders hereby appoints the Collateral Agent and the Depositary Agent 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, the Collateral Agent and the Depositary Agent to execute, deliver and perform each of the Security Documents to which the Trustee, the Collateral Agent or the Depositary 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, the Collateral Agent and the Depositary Agent contained in the Security Documents. Each of the Collateral Agent and the Depositary 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.