Common use of The Collateral Clause in Contracts

The Collateral. (a) Except as provided for in Section 4.18, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture, the Notes, the Note Guarantees and the Security Documents, shall be secured by Liens, subject to Permitted Liens, as provided in the Security Documents which the Company and the Guarantors, as the case may be, have entered into on or prior to the date hereof and shall be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including the Intercreditor Agreement. (b) The Company and the Guarantors hereby agree that the Security Agent shall hold and administer the Collateral in trust for the benefit of all the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including the Intercreditor Agreement, and the Security Agent and the Trustee are hereby authorized to execute and deliver the Security Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this Indenture, consents and agrees to and accepts the terms of the Security Documents, including the Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Agent to: (1) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalf. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Intercreditor Agreement, and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the due and punctual The payment of the principal ofof and interest, and premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on otherwise and whether by the overdue principal of and interest (Issuer pursuant to the extent lawful), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the Note Guarantees and performance payment of all other obligations First Lien Obligations of the Issuer and the Guarantors under this Indenture, the Notes, the Note Guarantees and the Security Documents, shall be Collateral Documents relating to the Notes are secured by LiensFirst Liens on the Collateral, subject to Permitted Liens, as provided in the Security Collateral Documents relating to the Notes which the Company Issuer and the Guarantors, as the case may be, Guarantors have entered into on simultaneously with the execution of this Indenture, or prior in certain circumstances, subsequent to the date hereof Issue Date or the Merger Date, and shall will be secured as provided by all Security Documents in the Collateral Document relating to the Notes hereafter delivered as required or permitted by this Indenture and the Security Documents, including the Intercreditor AgreementIndenture. (b) The Company and the Guarantors hereby agree that the Security Agent shall hold and administer the Collateral in trust for the benefit Each Holder of all the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including the Intercreditor Agreement, and the Security Agent and the Trustee are hereby authorized to execute and deliver the Security Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each HolderNotes, by its acceptance of any the Notes and the Note GuaranteesGuarantees of the Notes, will be deemed to have consented and the Trustee, by entering into this Indenture, consents and agrees agreed to and accepts the terms of each Collateral Document relating to the Security Documents, including the Intercreditor AgreementNotes, as the same may be originally in effect and as amended, supplemented or as may be amended replaced from time to time in accordance with their its terms and irrevocably authorizes and directs the Security Agent to: (1) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or the other documents terms of this Indenture, to have authorized and directed the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which the Security Agent it is a party, together with any and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other incidental rightsholders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, power and discretions; and (2) execute each Security Document, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, modificationin whole or in part, amendmentof any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, renewal waive or replacement or any other document expressed otherwise modify the Collateral Documents relating to be executed by the Security Agent on its behalfNotes in accordance with their terms. (dc) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesGuarantees of the Notes, acknowledges that, as more fully set forth in the Security Documents, including Collateral Documents relating to the Intercreditor AgreementNotes, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and granted by the Security Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents relating to the Intercreditor Agreement, Notes and actions that may be taken thereunder. (e) Subject to . In the terms event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture and the Security DocumentsIndenture, the Company and the Guarantors Intercreditor Agreement shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefromcontrol.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations of the Issuer and the Guarantors under this Indenture, and the Notes, the Note Guarantees Notes and the Security Documents, shall be secured by Liensfirst-priority Liens and security interests, subject to Permitted Liens, as provided in Liens permitted or not prohibited by the Security Documents which the Company Issuer and the Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by pursuant to all Security Documents hereafter delivered as required or permitted by this Indenture and Indenture, the Security Documents, including Documents and the Intercreditor Agreement. (b) The Company Issuer and the Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for its benefit and for the benefit of all of the Holders and the TrusteeTrustee and the Collateral Agent, in each case pursuant to the terms of the Security Documents, including Documents and the Intercreditor Agreement, and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents, including Documents and the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersAgreement. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this IndentureNotes, consents and agrees to and accepts the terms of Section 13.05 hereof, the Security Documents, Documents and the Intercreditor Agreement (including the Intercreditor Agreement, provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise its rights under the rights, powers Security Documents and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfin accordance therewith. (d) The Collateral Agent, the Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Documents, including Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Collateral Agent, the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Documents and the Intercreditor Agreement, Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the due and punctual The payment of the principal ofof and interest, and premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on otherwise and whether by the overdue principal of and interest (Issuer pursuant to the extent lawful), if any, on the Notes or by any Secured Guarantor pursuant to its Guarantee and the Note Guarantees and performance payment of all other obligations First Lien Obligations of the Issuer and the Guarantors under this Indenture, the Notes, the Note Guarantees and the Security Documents, shall be Collateral Documents relating to the Notes are secured by LiensFirst Liens on the Collateral, subject to Permitted Liens, as provided in the Security Collateral Documents relating to the Notes which the Company Issuer and the Guarantors, as the case may be, Guarantors have entered into on simultaneously with the execution of this Indenture, or prior in certain circumstances, subsequent to the date hereof Issue Date, and shall will be secured as provided by all Security Documents in the Collateral Document relating to the Notes hereafter delivered as required or permitted by this Indenture and the Security Documents, including the Intercreditor AgreementIndenture. (b) The Company and the Guarantors hereby agree that the Security Agent shall hold and administer the Collateral in trust for the benefit Each Holder of all the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including the Intercreditor Agreement, and the Security Agent and the Trustee are hereby authorized to execute and deliver the Security Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each HolderNotes, by its acceptance of any the Notes and the Note GuaranteesGuarantees of the Notes, will be deemed to have consented and the Trustee, by entering into this Indenture, consents and agrees agreed to and accepts the terms of each Collateral Document relating to the Security Documents, including the Intercreditor AgreementNotes, as the same may be originally in effect and as amended, supplemented or as may be amended replaced from time to time in accordance with their its terms and irrevocably authorizes and directs the Security Agent to: (1) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or the other documents terms of this Indenture, to have authorized and directed the Trustee and the Collateral Agent, as applicable, to enter into the Collateral Documents relating to the Notes to which the Security Agent it is a party, together with any and to have authorized and empowered the Trustee and the Collateral Agent, as applicable, and (through the Intercreditor Agreement) the Directing Agent to bind the Holders of Notes and other incidental rightsholders of First Lien Obligations as set forth in the Collateral Documents to which they are a party and to perform its respective obligations and exercise its respective rights and powers thereunder. Notwithstanding the foregoing, power and discretions; and (2) execute each Security Document, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, modificationin whole or in part, amendmentof any provision of this Indenture or the Notes. The foregoing will not limit the right of the Issuer to amend, renewal waive or replacement or any other document expressed otherwise modify the Collateral Documents relating to be executed by the Security Agent on its behalfNotes in accordance with their terms. (dc) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesGuarantees of the Notes, acknowledges that, as more fully set forth in the Security Documents, including Collateral Documents relating to the Intercreditor AgreementNotes, the Collateral as now or hereafter constituted shall be held by the Collateral Agent for the benefit of all the Holders Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and granted by the Security Collateral Documents relating to the Notes in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents relating to the Intercreditor Agreement, Notes and actions that may be taken thereunder. (e) Subject to . In the terms event of conflict between the Intercreditor Agreement, any of the other Collateral Documents and this Indenture and the Security DocumentsIndenture, the Company and the Guarantors Intercreditor Agreement shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefromcontrol.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations of the Issuer and the Guarantors under this Indenture, and the Notes, the Note Guarantees Notes and the Security Documents, shall be secured by Liensfirst-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Documents which the Company Issuer and the Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by pursuant to all Security Documents hereafter delivered as required or permitted by this Indenture Indenture, the Security Documents and the Security Documents, including the Intercreditor AgreementAgreements. (b) The Company Issuer and the Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for its benefit and for the benefit of all of the Holders and the TrusteeTrustee and the Collateral Agent, in each case pursuant to the terms of the Security Documents, including Documents and the Intercreditor AgreementAgreements, and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents, including Documents and the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersAgreements. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this IndentureNotes, consents and agrees to and accepts the terms of Section 13.05 hereof, the Security Documents, Documents and the Intercreditor Agreements (including the Intercreditor Agreement, provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise the rights, powers and discretions that are specifically given to it its rights under the Security Documents and the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfAgreements in accordance therewith. (d) The Collateral Agent, the Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Documents, including Documents and the Intercreditor AgreementAgreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Collateral Agent, the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Documents and the Intercreditor Agreement, Agreements and actions that may be taken thereunder. (e) Subject It is understood and agreed that prior to the repayment in full of the obligations under the Senior Credit Facilities, to the extent the Senior Credit Facilities Agent is satisfied with or agrees to any deliveries of or other arrangements with respect to any Investment Related Property (as defined in the Security Agreement) (such Investment Related Property, referred to as “pledged Collateral” in this clause (e)), the Collateral Agent shall automatically be deemed to be satisfied with the same arrangements. So long as the First Lien Intercreditor Agreement is in effect and prior to the repayment in full of the obligations under the Senior Credit Facilities, (A) the Issuer or any Guarantor may satisfy its obligations to deliver or make arrangements with respect to such pledged Collateral to the Collateral Agent by delivering to, or making arrangements with respect to such pledged Collateral satisfactory to the Senior Credit Facilities Agent and (B) if the Senior Credit Facilities Agent grants an extension of time pursuant to a provision in the Credit Agreement that is substantially similar to the corresponding provisions of the definition of “Excluded Property” or exercises its discretion under the Credit Agreement to determine that any Subsidiary of the Issuer shall be excluded from the requirements of the “Collateral and Guarantee Requirement” or that any property shall be an “Excluded Asset” (in each case as defined in the Credit Agreement), the Collateral Agent shall automatically be deemed to accept such determination hereunder and under the Security Documents and shall execute any documentation, if applicable, in connection therewith. The Issuer shall provide written notice (which may be by email) to the Collateral Agent of any determination made by the Senior Credit Facilities Agent which shall be binding upon the Collateral Agent in accordance with the terms of this Indenture and the Security Documents; provided, however, that the Company and Collateral Agent shall not be bound by any determination made by the Guarantors shall have Senior Credit Facilities Agent that adversely affects the right to remain in possession and retain exclusive control rights, protections, benefits, indemnities or immunities of the Collateral securing Agent without the Notes, to freely operate prior written consent of the Collateral and to collect, invest and dispose of any income therefromAgent.

The Collateral. (a) Except as provided for in Section 4.18, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture, the Notes, the Note Guarantees and the Security Documents, shall be secured by Liens, subject to Permitted Liens, as provided in the Security Documents which the Company Company, the Issuer and the Guarantors, as the case may be, have entered into on or prior to the date hereof and shall be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including the Intercreditor AgreementAgreements. (b) The Company and the Guarantors hereby agree that the Security Agent shall hold and administer the Collateral in trust for the benefit of all the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including the Intercreditor AgreementAgreements, and the Security Agent and the Trustee are hereby authorized to execute and deliver the Security Documents, including the Intercreditor Agreement Agreements and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this Indenture, consents and agrees to and accepts the terms of the Security Documents, including the Intercreditor AgreementAgreements, as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Agent to: (1A) perform the duties and exercise the rights, powers power and discretions discretion that are specifically given to it under the Security Documents, including the Intercreditor Agreement or the other documents to which the Security Agent is a partyAgreements, together with any other incidental rights, power and discretions; and (2B) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalf. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Documents, including the Intercreditor AgreementAgreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Intercreditor AgreementAgreements, and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company Issuer and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest (including Special Interest) on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the Notesobligations of the Company set forth in Section 7.7 and Section 8.5 herein, and the Notes and the Note Guarantees and the Security Collateral Documents, shall be secured by Liens(i) first-priority Liens and security interests on the First Priority Collateraland (ii) second-priority Liens and security interests on the ABL Collateral, in each case subject to Permitted Liens, as provided in the Security Collateral Documents which the Company and the Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture Indenture, the Collateral Documents and the Security Documents, including the Intercreditor Agreement. (b) The Company and the Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including Collateral Documents and the Intercreditor Agreement, and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents, including Collateral Documents and the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersAgreement. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, hereby appoints the Trustee to serve as Collateral Agent and representative of the Holders under each of the Collateral Documents and the TrusteeIntercreditor Agreement, and authorizes the Collateral Agent to execute and enter into each of the Collateral Documents and the Intercreditor Agreement and all other instruments relating to the Collateral Documents and (i) to take action and exercise such powers as are expressly required or permitted hereunder and under the Intercreditor Agreement, the Collateral Documents and all instruments relating hereto and thereto and (ii) to exercise such powers and perform such duties as are in each case, expressly delegated to the Collateral Agent by entering the terms hereof and thereof together with such other powers as are reasonably incidental hereto and thereto. (d) Notwithstanding any provision to the contrary elsewhere in this Indenture, the Intercreditor Agreement or the Collateral Documents, the Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or therein or any fiduciary relationship with any Holder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Intercreditor Agreement or any Collateral Document or otherwise exist against the Collateral Agent. For the avoidance of doubt, the Collateral Agent shall have no duty or obligation to any Holder or any other Person to assure that the Collateral exists or is owned by the Company or any Guarantor or is cared for, protected or insured or has been encumbered or that the liens granted to the Collateral Agent pursuant to the Collateral Documents have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any particular priority. (e) The Collateral Agent may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder or under the Security Documents in good faith and in accordance with the advice or opinion of such counsel. (f) Each Holder, by its acceptance of any Notes and the Note Guarantees, hereby consents and agrees to and accepts the terms of the Security Documents, including Collateral Documents and the Intercreditor AgreementAgreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise its rights under the rights, powers Collateral Documents and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfin accordance therewith. (dg) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Documents, including Collateral Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreement and actions that may be taken thereunder. (eh) Subject to the terms of The Collateral Agent shall not be liable for any action taken or not taken by it under this Indenture and the Security DocumentsIndenture, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control Intercreditor Agreement or any of the Collateral securing Documents (i) with the Notes, to freely operate consent or at the Collateral and to collect, invest and dispose request of any income therefromthe Holders of a majority of the aggregate principal amount of the outstanding Notes or (ii) in the absence of its own gross negligence or willful misconduct.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes Securities 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, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes Securities and the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the Notesobligations of the Company set forth in Section 7.7, and the Securities and the Note Guarantees and the Security Collateral Documents, shall be secured by Liensat least third-priority Liens and security interests in the Collateral, in each case subject to Permitted Liens, as provided in the Security Collateral Documents to which the Company and the Note Guarantors, as the case may be, have entered into on or prior simultaneously with the execution of this Indenture and will be secured by all of the Collateral pledged pursuant to the date hereof and shall be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture Indenture, the Collateral Documents and the Security Documents, including the Intercreditor Agreement. (b) . The Company and the Note Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of the Initial Holder or all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreement and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents, including Collateral Documents and the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersAgreement. (cb) Each The Initial Holder and each Holder, by its acceptance of any Notes Securities and the Note Guarantees, and the Trustee, by entering into this Indenture, consents and agrees to and accepts the terms of the Security Documents, including Collateral Documents and the Intercreditor AgreementAgreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise the rights, powers and discretions that are specifically given to it its rights under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfCollateral Documents in accordance therewith. (dc) The Initial Holder, the Trustee and each Holder, by accepting the Notes Securities and the Note Guarantees, acknowledges that, as more fully set forth in the Security Documents, including Collateral Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of the Initial Holder, all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Initial Holder or the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees thereof, and all other Obligations related thereto, when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, any on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, including without limitation, the Notesobligations of the Company set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Note Guarantees thereof and the Security Collateral Documents, shall be secured by Liens, Liens and security interests on the Collateral (subject to Permitted Liens), as provided in this Indenture, the Security Collateral Documents and the Intercreditor Agreements which the Company and the Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture Indenture, the Collateral Documents and the Security Documents, including Intercreditor Agreements. All Collateral Documents shall be subject to the terms of the Intercreditor AgreementAgreements. (b) The Company and the Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the TrusteeTrustee and for the benefit of the First Priority Lien Obligations and the holders of the Floating Rate Notes, the FRN Trustee and the FRN Collateral Agent, in each case pursuant to the terms of the Security Documents, including Collateral Documents and the Intercreditor AgreementAgreements, and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Collateral Documents, including the Intercreditor Reaffirmation and Joinder Agreement and any other agreementsthe Second Lien Intercreditor Agreement, deeds or other documents in relation thereto, as Collateral Agent and on behalf of all the Holderseach Holder. (c) Each Holder, and its successors and assigns, by its acceptance of any of the Notes and the Note Guarantees, and the Trustee, by entering into this Indenture, consents and agrees to and accepts be individually bound by the terms of this Indenture, the Security Documents, including Collateral Documents and the Intercreditor AgreementAgreements (including, without limitation, Section 6 of the First Lien/Second Lien Intercreditor Agreement with respect to payments received by any Holder or the Collateral Agent and the provisions providing for foreclosure, sales or other dispositions of assets, subordination and standstill, waiver of rights, release of liens and insolvency proceedings) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) to enter into and perform the duties its obligations and exercise the rights, powers and discretions that are specifically given to it its rights under the Collateral Documents and the Intercreditor Agreement or the other documents Agreements in accordance therewith and to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute bind each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed Holder thereto by the Security Agent on its behalfCollateral Agent’s entering into or otherwise becoming bound thereby. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Documents, including Collateral Documents and the Intercreditor AgreementAgreements, the Collateral as now or hereafter constituted shall be held for the benefit of the First Priority Lien Obligations, and the holders of the Floating Rate Note, the FRN Trustee and the FRN Collateral Agent, all the Holders Holders, the Collateral Agent and the TrusteeTrustee in accordance with their respective interests as provided in the Intercreditor Agreements, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified by and limited in all respects by the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreements and actions that may be taken thereunder. (e) Subject to The Trustee and each Holder, by accepting the terms of this Indenture Notes and the Security DocumentsNote Guarantees, acknowledges that the holders from time to time of the First Priority Lien Obligations (i) are extending credit from time to time to the Company and the Guarantors shall have Subsidiaries in reliance upon the right to remain in possession and retain exclusive control provisions of the Collateral securing First Lien/Second Lien Intercreditor Agreement and this Section 11.01 and (ii) are intended to be third party beneficiaries of this Section 11.01. No amendment or modification of the Notes, provisions of this Section 11.01 shall be effective against the holders from time to freely operate time of the Collateral and to collect, invest and dispose First Priority Lien Obligations without the prior written consent of any income therefromsuch holders.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes Securities and the Note Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes Securities and the Note Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note Guarantees obligations of the Company set forth in Section 7.7 and Section 8.6 herein, and the Security Securities and the Subsidiary Guarantees thereof and the Collateral Documents, shall be secured by Liens, Liens and security interests having the priority specified in the Intercreditor Agreement in the Collateral subject to no Liens other than Permitted Liens, Liens as provided in the Security Collateral Documents which the Company and the Subsidiary Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture Indenture, the Collateral Documents and the Security Documents, including the Intercreditor Agreement; provided that the Collateral shall exclude certain items of property, as provided in the Collateral Documents (collectively, the “Excluded Collateral”). (b) The Company and the Subsidiary Guarantors hereby agree that the Security Collateral Agent or the Control Agent, as applicable, shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreement and the Security Collateral Agent and the Trustee are is hereby authorized and directed to execute and deliver the Security Documents, including Collateral Documents and the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersAgreement. (c) Each Holder, by its acceptance of any Notes Securities and the Note Guarantees, and the Trustee, by entering into this IndentureSubsidiary Guarantees thereof, consents and agrees to and accepts the terms of the Security Documents, including Collateral Documents and the Intercreditor AgreementAgreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) to enter into and perform the duties its obligations and exercise its rights under the rights, powers Collateral Documents and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfin accordance therewith. (d) The Trustee and each Holder, by accepting the Notes Securities and the Note GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents, including Collateral Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreement and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement and this Indenture, the Intercreditor Agreement shall control. (e) Subject In connection with exercising any right, power or discretionary duty hereunder or under the Intercreditor Agreement, or under the Collateral Documents (for purposes of this clause, the “Agreements”), unless otherwise expressly provided under the Agreements, the Collateral Agent and Trustee shall be entitled to rely upon the direction of a majority of the Securityholders. The Collateral Agent and Trustee shall not have any liability for taking any action at the direction of such majority, or for any failure or delay of any such parties to provide timely direction to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control Collateral Agent or Trustee. Notwithstanding any other provision of the Collateral securing Agreements, (i) any such direction shall not conflict with any rule of law or with the Notes, to freely operate Agreements and (ii) the Collateral and Agent or Trustee shall not be required to collect, invest and dispose of take any income therefromaction that it determines might involve it in liability (unless the Collateral Agent or Trustee has received satisfactory indemnity against such liability).

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premiumpremium on, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest (to the extent lawful)of, premium on, if any, and interest on the Notes and the Note Guarantees and performance of all other obligations under Secured Notes Obligations of the Issuer and the Guarantors to the Holders or the Trustee and/or Notes Collateral Agent (as applicable), according to the terms of this Indenture, the Notes, the Note Guarantees Notes and the Security DocumentsGuarantees, shall be secured by Liens, subject to Permitted Liens, as provided in the Security Documents Documents, which the Company Issuer and the Guarantors, as the case may be, have entered Guarantors will enter into on or prior to the date hereof Effective Date and shall be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and which define the Security Documentsterms of the Liens that secure the Secured Notes Obligations. The Trustee, including the Intercreditor Agreement. (b) The Company Issuer and the Guarantors hereby acknowledge and agree that the Security Notes Collateral Agent shall hold and administer holds the Collateral in trust for the benefit of all the Holders Holders, the Trustee and the Trustee, in each case Notes Collateral Agent and pursuant to the terms of the Security Documents, including the Intercreditor Agreement, and the Security Agent and the Trustee are hereby authorized to execute and deliver the Security Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) . Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this Indentureaccepting a Note, consents and agrees to and accepts the terms of the Security Documents, the Equal Priority Intercreditor Agreement and Junior Priority Intercreditor Agreement (including the Intercreditor Agreementprovisions providing for the possession, use, release and foreclosure of Collateral), each as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably the terms of this Indenture, and authorizes and directs the Notes Collateral Agent and/or the Trustee, as applicable, to enter into the Security Agent to: (1) perform the duties and exercise the rightsDocuments, powers and discretions that are specifically given to it under the any Junior Priority Intercreditor Agreement or in respect of permitted Junior Priority Obligations and any the other documents Equal Priority Intercreditor Agreement in respect of permitted Equal Priority Obligations, and any amendments, supplements, and/or joinders to the foregoing to which the Security Agent it is a party, together with at any other incidental rightstime after the Issue Date, power if applicable, and discretions; and (2) execute each Security Documentto perform its obligations and exercise its rights thereunder in accordance therewith. On or following the Effective Date, waiver, modification, amendment, renewal or replacement or any other document expressed the Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be executed by the Security Agent on its behalf. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in filed pursuant to the Security Documents, including the Intercreditor Agreementand shall do or cause to be done all such acts and things as may be necessary, the Collateral proper, or as now or hereafter constituted shall may be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects required by the Security Documents, including the Intercreditor Agreement, to assure and actions that may be taken thereunder. (e) Subject confirm to the terms Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Security DocumentsNotes secured hereby, according to the intent and purposes herein expressed. On or following the Effective Date, the Company Issuer and the Guarantors shall have execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the right UCC and continuation statements and amendments to remain such financing statements that may be necessary to continue the effectiveness of such financing statements and any filings with the Surface Transportation Board (as defined in possession the Security Agreement)), and retain exclusive control 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 Collateral securing Liens and security interests created or intended to be created by the NotesSecurity Documents in the Collateral, subject to freely operate the Collateral and to collect, invest and dispose of any income therefromPermitted Liens.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture, the Notesincluding, the Note obligations of the Company set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Guarantees and the Security Collateral Documents, shall be secured by LiensLiens on and security interests in the Notes Collateral and the ABL Collateral, in each case with the priority set forth in the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement and subject to Permitted Liens, as provided in the Security Collateral Documents which the Company and the Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture and the Security Collateral Documents. All property of the Company and the Guarantors owned on the Issue Date (other than Excluded Property) shall be pledged as Collateral pursuant to the Collateral Documents on the Issue Date, and perfected with the priority intended to be granted thereby, subject, in the case of the Post-Closing Collateral Documents, including to the Intercreditor Agreementprovisions of Section 11.05. (b) The Company and the Guarantors hereby agree that the Security First Lien Notes Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Collateral Documents, including the Intercreditor Agreement, and the Security First Lien Notes Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Collateral Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this Indenture, consents and agrees to and accepts the terms of Section 11.09 and the Security DocumentsCollateral Documents (including, including the Intercreditor Agreementprovisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Trustee and the First Lien Notes Collateral Agent to: (1) to perform the duties its obligations and exercise its rights under this Indenture and the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfCollateral Documents in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Collateral Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Intercreditor Agreement, Collateral Documents and actions that may be taken thereunder. (e) Subject The Company shall, and shall cause each of the Grantors to, at the Company’s sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Documents, to perfect, maintain (with the priority required under the Collateral Documents), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Collateral Documents in favor of the First Lien Notes Collateral Agent as security for the First Lien Notes Obligations, superior to and prior to the terms rights of all third Persons (other than as set forth in the Pari Passu Intercreditor Agreement and the ABL Intercreditor Agreement and other than to the extent permitted or not prohibited under this Indenture with respect to Permitted Liens), and subject to no other Liens (other than Permitted Liens), including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders, the First Lien Notes Collateral Agent, and the Trustee under this Indenture and the Security DocumentsCollateral Documents to all property comprising the Collateral, and (ii) the delivery of the certificates evidencing the securities pledged under any Collateral Document, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to the Indenture, the Company Collateral Documents and the Guarantors shall have the right to remain in possession any amendments hereto or thereto and retain exclusive control any other instruments of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefromfurther assurance required pursuant hereto or thereto.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, Additional Amounts, if any, and interest (including Additional Interest) on the Notes Securities and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes Securities and the Note Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note Guarantees obligations of the Company set forth in Section 7.7 and Section 8.5 herein, and the Security Securities and the Guarantees thereof and the Collateral Documents, shall be secured by Liens(i) first-priority Liens and security interests and (ii) second-priority Liens and security interests, in each case subject to Permitted Liens, as provided in the Security Collateral Documents which the Company and the Subsidiary Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture Indenture, the Collateral Documents and the Security Documents, including the Intercreditor Agreement. (b) . The Company and the Subsidiary Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreement and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents, including Collateral Documents and the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersAgreement. (cb) Each Holder, by its acceptance of any Notes Securities and the Note Guarantees, and the Trustee, by entering into this IndentureGuarantees thereof, consents and agrees to and accepts the terms of the Security Documents, including Collateral Documents and the Intercreditor AgreementAgreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise its rights under the rights, powers Collateral Documents and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfin accordance therewith. (dc) The Trustee and each Holder, by accepting the Notes Securities and the Note GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Documents, including Collateral Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note Guarantees obligations of the Company set forth in Section 7.6 and Section 8.6 herein, and the Security Notes and the Guarantees thereof and the Collateral Documents, shall be secured by Liens, subject to Permitted Liens, Liens as provided in the Security Collateral Documents which Parent, the Company and the Subsidiary Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including the Intercreditor AgreementIndenture. (b) The Parent, the Company and the Subsidiary Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of the Security Collateral Documents, including the Intercreditor Agreement, and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Collateral Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this IndentureGuarantees thereof, consents and agrees to and accepts the terms of the Security DocumentsCollateral Documents (including, including without limitation, the provisions providing for foreclosure), the First Lien Intercreditor Agreement and the Junior Lien Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms terms, and irrevocably authorizes and directs the Security Junior Lien Collateral Agent to: (1) to perform the duties its obligations and exercise the rights, powers and discretions that are specifically given to it its rights under the Collateral Documents, the First Lien Intercreditor Agreement or and the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfJunior Lien Intercreditor Agreement in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Collateral Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents, including the First Lien Intercreditor Agreement, Agreement and the Junior Lien Intercreditor Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, interest and interest Additional Amounts, if any, on the Notes Securities and the Note Guarantees Guaranties thereof when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes Securities and the Note Guarantees Guaranties thereof and performance of all other obligations under this Indenture, and the Notes, Securities and the Note Guarantees Guaranties thereof and the Security Documents, shall be secured by Liens, second-priority Liens (having an equal priority with the Liens securing the Non-Cash Pay Second Lien Securities) and security interests subject to Permitted Liens, as provided in this Indenture and the Security Documents which the Company Issuers and the Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and Indenture, the Security Documents, including the Intercreditor Agreement and the Second Lien Intercreditor Agreement. (b) . The Company Issuers and the Guarantors hereby agree that the Security Senior Lien Collateral Agent or the Trustee, as the case may be, shall hold and administer the Collateral in trust for the benefit of all of the Holders Holders, the Trustee and the TrusteeCollateral Agent, in each case pursuant to the terms of the Security Documents, including the Intercreditor Agreement, and the Security Collateral Agent and the Trustee are hereby authorized to execute and deliver the relevant Security Documents. Simultaneously with the execution of this Indenture, including the Intercreditor Agreement Issuers will deliver to the Collateral Agent a perfection certificate regarding the Collateral in the form and any other agreements, deeds or other documents in relation thereto, on behalf of all substance reasonably satisfactory to the Required Holders. (cb) Each Holder, by its acceptance of any Notes Securities and the Note Guarantees, and the Trustee, by entering into this IndentureGuaranties thereof, consents and agrees to and accepts the terms of the Security Documents, including the Intercreditor AgreementAgreement and the Second Lien Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Collateral Agent and/or the Trustee, as the case may be, to enter into the Security Agent to: Documents (1including landlord consents, letter agreements with counterparties to service agreements relating to the Obligors’ servers, Account Control Agreements and letter agreements with counter parties to Obligors’ credit card processing agreements) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or the other documents and to which perform its obligations and exercise its rights under the Security Agent is a partyDocuments, together with any other incidental rights, power the Intercreditor Agreement and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfSecond Lien Intercreditor Agreement in accordance therewith. (dc) The Trustee and each Each Holder, by accepting the Notes Securities and the Note GuaranteesGuaranties thereof, acknowledges that, as more fully set forth in the Security Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Trustee and the TrusteeSenior Lien Collateral Agent as provided in the relevant Security Documents, and that the Lien of this Indenture and the Security Documents in respect of the Trustee Trustee, the Senior Lien Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Intercreditor Agreement, Documents and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes Securities and the Note Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes Securities and the Note Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note Guarantees obligations of the Company set forth in Section 7.6 and Section 8.6 herein, and the Security Securities and the Subsidiary Guarantees thereof and the Collateral Documents, shall be secured by Liens(i) first-priority Liens and security interests and (ii) second-priority Liens and security interests, in each case subject to Permitted Liens, as provided in the Security Collateral Documents which the Company and the Subsidiary Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture Indenture, the Collateral Documents and the Security Documents, including the Intercreditor Agreement. (b) The Company and the Subsidiary Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreement and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents, including Collateral Documents and the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersAgreement. (c) Each Holder, by its acceptance of any Notes Securities and the Note Guarantees, and the Trustee, by entering into this IndentureSubsidiary Guarantees thereof, consents and agrees to and accepts the terms of the Security Documents, including Collateral Documents and the Intercreditor AgreementAgreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise its rights under the rights, powers Collateral Documents and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfin accordance therewith. (d) The Trustee and each Holder, by accepting the Notes Securities and the Note GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents, including Collateral Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note Guarantees obligations of the Company set forth in Sections 7.06 and 8.06 herein, and the Security Notes and the Subsidiary Guarantees thereof and the Collateral Documents, shall be secured by Liens, subject to Permitted Liens, Liens as provided in the Security Collateral Documents which the Company and the Subsidiary Guarantors, as the case may be, have entered into on or prior to joined in connection with the date hereof execution of this Indenture and shall be secured as provided by all Security the Collateral pledged pursuant to the Collateral Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including the Intercreditor AgreementIndenture. (b) The Company and the Subsidiary Guarantors hereby agree that the Security Junior Lien Collateral Agent shall hold and administer the Collateral in trust for the benefit of all the Holders and the TrusteeSecured Parties, in each case pursuant to the terms of the Security Collateral Documents, including the Intercreditor Agreement, and the Security Junior Lien Collateral Agent and the Trustee are is hereby authorized to execute and deliver any required joinder and amendment documentation in connection with the Security Collateral Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this IndentureSubsidiary Guarantees thereof, consents and agrees to and accepts the terms of the Security DocumentsCollateral Documents (including, including without limitation, the provisions providing for foreclosure) and the Intercreditor AgreementAgreements, as the same may be in effect or as may be amended from time to time in accordance with their terms terms, and irrevocably authorizes and directs the Security Junior Lien Collateral Agent to: (1) to perform the duties its obligations and exercise the rights, powers and discretions that are specifically given to it its rights under the Collateral Documents and the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfAgreements in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Collateral Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the TrusteeSecured Parties, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreements and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest interest, if any, on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment dateAccretion Date or Interest Payment Date (as applicable), at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of of, premium, if any, and interest Cash Interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note Guarantees obligations of the Issuer set forth in Section 7.07 and Section 8.05(b) herein, and the Security Notes and the Guarantees thereof and the Collateral Documents, shall be secured by Lienssecond-priority Liens and security interests, in each case subject to Permitted Liens, as provided in the Security Collateral Documents which the Company Issuer and the Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured by and as provided by in all Security Collateral Documents hereafter delivered as required or permitted by this Indenture Indenture, the Collateral Documents and the Security Documents, including the Intercreditor Agreement. (b) . The Company Issuer and the Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including Collateral Documents and the Intercreditor Agreement, and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents, including Collateral Documents and the Intercreditor Agreement and any other agreementsAgreement. ▇▇▇▇▇ Fargo Bank, deeds or other documents in relation thereto, on behalf of all National Association is hereby appointed as the Holdersinitial Collateral Agent. (cb) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this IndentureGuarantees thereof, consents and agrees to and accepts the terms of the Security Documents, including Collateral Documents and the Intercreditor AgreementAgreement (including, without limitation, the provisions providing for certain limitations on rights to foreclosure and consents to release of Collateral) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably the terms of this Indenture, agrees to the appointment of the Collateral Agent and authorizes and directs the Security Collateral Agent to: (1) perform to enter into the duties Collateral Documents and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or and to perform its obligations and exercise its rights under the other documents to which Collateral Documents and the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfIntercreditor Agreement in accordance therewith. (dc) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Documents, including Collateral Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture, the Notesincluding, the Note obligations of the Company set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Guarantees and the Security Collateral Documents, shall be secured by LiensLiens on and security interests in the Notes Collateral and the ABL Collateral, in each case with the priority set forth in the Intercreditor Agreements and subject to Permitted Liens, as provided in the Security Collateral Documents which the Company and the Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture and the Security Collateral Documents. All property of the Company and the Guarantors owned on the Issue Date (other than Excluded Property) shall be pledged as Collateral pursuant to the Collateral Documents on the Issue Date, and perfected with the priority intended to be granted thereby, subject, in the case of the Post-Closing Collateral Documents, including to the Intercreditor Agreementprovisions of Section 11.05. (b) The Company and the Guarantors hereby agree that the Security Notes Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Collateral Documents, including the Intercreditor Agreement, and the Security Notes Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Collateral Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this Indenture, consents and agrees to and accepts the terms of Section 11.09 and the Security DocumentsCollateral Documents (including, including the Intercreditor Agreementprovisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Trustee and the Notes Collateral Agent to: (1) to perform the duties its obligations and exercise its rights under this Indenture and the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfCollateral Documents in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Collateral Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Intercreditor Agreement, Collateral Documents and actions that may be taken thereunder. (e) Subject The Company shall, and shall cause each of the Grantors to, at the Company’s sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Documents, to perfect, maintain (with the priority required under the Collateral Documents), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Collateral Documents in favor of the Notes Collateral Agent as security for the First Lien Notes Obligations, superior to and prior to the terms rights of all third Persons (other than as set forth in the Intercreditor Agreements and other than to the extent permitted or not prohibited under this Indenture with respect to Permitted Liens), and subject to no other Liens (other than Permitted Liens), including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders, the Notes Collateral Agent, and the Trustee under this Indenture and the Security DocumentsCollateral Documents to all property comprising the Collateral, and (ii) the delivery of the certificates evidencing the securities pledged under any Collateral Document, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to the Indenture, the Company Collateral Documents and the Guarantors shall have the right to remain in possession any amendments hereto or thereto and retain exclusive control any other instruments of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefromfurther assurance required pursuant hereto or thereto.

The Collateral. (a) Except as provided for in Section 4.18, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, the Notes, the Note Guarantees and the Security Documents, shall be secured by Liens, subject to Permitted Liens, as provided in the Security Documents which the Company Company, the Issuer and the Guarantors, as the case may be, have entered into on or prior to about the date hereof and shall be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and Indenture, the Security Documents, including Documents and the Intercreditor Agreement. (b) The Company and the Guarantors hereby agree that the Security Agent shall hold and administer the Collateral in trust for the benefit of all the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including Documents and the Intercreditor Agreement, Agreement and the Security Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents, including Documents and the Intercreditor Agreement and (including any other agreements, deeds or other documents in relation thereto, ) on behalf of all the Holders. (c) Each Holder, by its acceptance of any Notes and the Note GuaranteesGuarantees thereof, and the Trustee, by entering into this Indenture, consents and agrees to and accepts the terms of the Security Documents, including Documents and the Intercreditor Agreement, Agreement as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Agent to: (1A) perform the duties and exercise the rights, powers power and discretions discretion that are specifically given to it under the Security Documents and the Intercreditor Agreement or the other documents to which the Security Agent is a partyAgreement, together with any other incidental rights, power and discretions; and (2B) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalf. (d) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Documents, including Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Documents and the Intercreditor Agreement, Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company Issuer and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except The Issuer hereby appoints Wilmington Trust FSB to act as Collateral Agent, and each Holder by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture, the Security Documents and the Junior Lien Intercreditor Agreement. Prior to the Escrow Release Date, the Notes shall be secured as provided for in Section 4.18the Escrow Agreement. From and after the Escrow Release Date, the due and punctual payment of the principal of, premium, if any, and interest (including Additional Interest) on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note obligations of the Issuer set forth in Section 7.7 and Section 8.5 herein, and the Notes and the Guarantees thereof and the Security Documents, shall be secured by Liens, first-priority Liens and security interests on the Collateral (subject to Permitted Liens), as and to the extent provided in the Security Documents which the Company RDA and the Guarantors, as the case may be, have entered will enter into on or prior to the date hereof Escrow Release Date and shall will be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents. The Collateral will also secure on a first-priority basis RDA’s and the Guarantors’ Obligations under Priority Payment Lien Obligations and Pari Passu Payment Lien Obligations, provided that an authorized representative of the holders thereof shall have executed a joinder to the Security Agreement in the form provided therein. Under the terms of the Security Documents, 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 Intercreditor Agreement. value of the Collateral in a bankruptcy, insolvency, reorganization or similar proceedings) shall be applied, after the payment of all amounts due to the Collateral Agent under the terms hereof and the Security Documents, first to repay the Indebtedness and other obligations under Credit Facilities (bincluding any Post-Petition Interest with respect thereto) incurred under Section 3.2(b)(1) hereof, Hedging Obligations with lenders under such Credit Facilities or their Affiliates and Cash Management Obligations (collectively, the “Priority Payment Lien Obligations”) before any Holder receives any proceeds. The Company Issuer and the Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including the Intercreditor Agreement, Agreement and the other Security Documents and, upon the consummation of the Assumption, the Collateral Agent and the Trustee are hereby directed and authorized to execute and deliver the Security Agreement and the other Security Documents. The Collateral Agent is hereby authorized to execute and deliver the Security Documents, including the Intercreditor Agreement and any the other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersSecurity Documents. (cb) Each Holder, by its acceptance of any Notes and the Note GuaranteesGuarantees thereof, and the Trustee, by entering into this Indenture, irrevocably consents and agrees to and accepts the terms of the Security DocumentsDocuments and the Junior Lien Intercreditor Agreement (including, including without limitation, the Intercreditor Agreement, provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise the its rights, powers and discretions that are specifically given to it under the Security Documents and the Junior Lien Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfin accordance therewith. (dc) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Documents, including Documents and the Junior Lien Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Documents and the Junior Lien Intercreditor Agreement, Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note Guarantees obligations of the Company set forth in Section 7.6 and Section 8.6 herein, and the Security Notes and the Subsidiary Guarantees thereof and the Collateral Documents, the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement, shall be secured by Liens, subject to Permitted Liens, Liens as provided in the Security Collateral Documents which the Company and the Subsidiary Guarantors, as the case may be, have entered into on or prior into, to the date hereof extent applicable, simultaneously with the execution of this Indenture and shall be secured by Liens as provided by all Security in the Collateral Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including the Intercreditor AgreementIndenture. (b) The Company and the Subsidiary Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of the Security Collateral Documents, including the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Security Agent Pulitzer Pari Intercreditor Agreement and the Trustee are Collateral Agent is hereby authorized to execute and deliver the Security Collateral Documents, including the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersPulitzer Pari Intercreditor Agreement. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this IndentureSubsidiary Guarantees thereof, consents and agrees to and accepts the terms of the Security DocumentsCollateral Documents (including, including without limitation, the provisions providing for foreclosure) and the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms terms, and irrevocably authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise the rights, powers and discretions that are specifically given to it its rights under the Collateral Documents and authorizes and directs the Trustee and the Collateral Agent to perform its obligations and exercise its rights under the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement or and the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfPulitzer Pari Intercreditor Agreement in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Collateral Documents, including the Intercreditor Agreement, ▇▇▇ Legacy Collateral and the Pulitzer Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and provided for in the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents and the ▇▇▇ ▇▇▇▇ Passu Intercreditor Agreement, the ▇▇▇ ▇▇▇▇▇▇ Intercreditor Agreement, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note Guarantees obligations of the Company set forth in Section 7.7 and Section 8.5 herein, and the Security Notes and the Collateral Documents, shall be secured by Lienssecond-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Documents which the Company Collateral and the Guarantors, as the case may be, have entered into on or prior to the date hereof and shall will be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture Indenture, the Collateral Documents and the Security Documents, including the Intercreditor Indenture Subordination Agreement. (b) The Company and the Guarantors hereby agree agrees that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including Collateral Documents and the Intercreditor Indenture Subordination Agreement, and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents, Collateral Documents and the Indenture Subordination Agreement including any Collateral Documents or Indenture Subordination Agreement executed after the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersIssue Date. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this IndentureNotes, consents and agrees to and accepts the terms of the Security DocumentsCollateral Documents and the Indenture Subordination Agreement including any Collateral Documents or Indenture Subordination Agreements executed after the Issue Date (and including, including without limitation, the Intercreditor Agreement, provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise the rights, powers and discretions that are specifically given to it its rights under the Intercreditor Collateral Documents and the Indenture Subordination Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfin accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesNotes, acknowledges that, as more fully set forth in the Security Documents, including Collateral Documents and the Intercreditor Indenture Subordination Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and granted by the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents and the Intercreditor Agreement, Indenture Subordination Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 and Section 8.05(b), and the Notes, the Note Guarantees thereof and the Security Documents, Documents shall be secured by Liensfirst-priority Liens and security interests, on the Collateral (excluding Excluded Assets and subject to Permitted Liens), as and to the extent provided in the Security Documents which that the Company Issuer and the Guarantors, as the case may be, have entered into on or prior to after the date hereof Issue Date, and shall be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and Indenture, the Security Documents, including Documents and any Intercreditor Agreement. All Security Documents shall be subject to the terms of any Intercreditor Agreement. (b) The Company Issuer hereby agrees, on behalf of itself and the Guarantors hereby agree Guarantors, that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including the Documents and any Intercreditor Agreement, and the Security Agent and the Trustee are hereby authorized to execute and deliver the Security Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this Indenture, irrevocably consents and agrees to and accepts the terms of the Security DocumentsDocuments and any Intercreditor Agreement (including, including without limitation, the Intercreditor Agreementprovisions providing for foreclosure), as the same may be in effect or as may be amended from time to time in accordance with their terms terms, and irrevocably authorizes and directs the Security Collateral Agent to: (1) to enter into and perform the duties its obligations and exercise the rights, powers and discretions that are specifically given to it its rights under the Security Documents and any Intercreditor Agreement or in accordance therewith. The Holders agree that the other documents Collateral Agent is authorized to which execute and deliver the Security Agent is a party, together with any other incidental rights, power Documents and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfIntercreditor Agreements. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Documents, including the Documents and any Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Documents and any Intercreditor Agreement, Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes Securities and the Note Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes Securities and the Note Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note Guarantees obligations of the Company set forth in Section 7.6 and Section 8.6 herein, and the Security Securities and the Subsidiary Guarantees thereof and the Collateral Documents, shall be secured by Liens(i) first-priority Liens and security interests and (ii) second-priority Liens and security interests, in each case subject to Permitted Liens, as provided in the Security Collateral Documents which the Company and the Subsidiary Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture Indenture, the Collateral Documents and the Security Documents, including the Intercreditor AgreementAgreements. (b) The Company and the Subsidiary Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the TrusteeTrustee (and to the extent set forth in the Collateral Documents and the Intercreditor Agreements, the lenders under the Rabobank Term Loan), in each case pursuant to the terms of the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreements and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents, including Collateral Documents and the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersAgreements. (c) Each Holder, by its acceptance of any Notes Securities and the Note Guarantees, and the Trustee, by entering into this IndentureSubsidiary Guarantees thereof, consents and agrees to and accepts the terms of the Security Documents, including Collateral Documents and the Intercreditor AgreementAgreements (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise the rights, powers and discretions that are specifically given to it its rights under the Collateral Documents and the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfAgreements in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes Securities and the Note GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents, including Collateral Documents and the Intercreditor AgreementAgreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the TrusteeTrustee (and to the extent set forth in the Collateral Documents and the Intercreditor Agreements, the lenders under the ABL Credit Facility and the Rabobank Term Loan), and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreements and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest (including Additional Interest) on the Notes Securities and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes Securities and the Note Guarantees thereof and performance of all other obligations under this Indenture, the Notes, the Note Guarantees and the Security Securities and the Guarantees thereof and the Collateral Documents, shall be secured by Liens(i) first-priority Liens and security interests and (ii) second-priority Liens and security interests, in each case subject to Permitted Liens, as provided in the Security Collateral Documents which the Company and the Subsidiary Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture and the Security Collateral Documents, including the Intercreditor Agreement. (b) . The Company and the Subsidiary Guarantors hereby agree that the Security Collateral Agent or the Trustee, as the case may be, shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including the Intercreditor Agreement, Collateral Documents and the Security Collateral Agent and the Trustee are hereby authorized to execute and deliver the Security relevant Collateral Documents. Simultaneously with the execution of this Indenture, including the Intercreditor Agreement Company will deliver to the Collateral Agent a perfection certificate regarding the Collateral in the form and any other agreements, deeds or other documents in relation thereto, on behalf of all substance reasonably satisfactory to the HoldersCollateral Agent. (cb) Each Holder, by its acceptance of any Notes Securities and the Note Guarantees, and the Trustee, by entering into this IndentureGuarantees thereof, consents and agrees to and accepts the terms of the Security DocumentsCollateral Documents (including, including without limitation, the Intercreditor Agreement, provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) and/or the Trustee, as the case may be, to enter into the Collateral Documents and to perform the duties its obligations and exercise the rights, powers and discretions that are specifically given to it its rights under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfCollateral Documents in accordance therewith. (dc) The Trustee and each Holder, by accepting the Notes Securities and the Note GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Collateral Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the TrusteeTrustee and the Revolving Facility Agent and the lenders under the Revolving Credit Facility as provided in the relevant Collateral Documents, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Intercreditor Agreement, Collateral Documents and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except The Issuers and the Subsidiary Guarantors hereby appoint Deutsche Bank Trust Company Americas to act as provided for Collateral Agent, and each Holder, by its acceptance of any Notes and the Subsidiary Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Agent shall have the privileges, powers and immunities as set forth in Section 4.18this Indenture and the Security Documents. From and after the Issue Date, the due and punctual payment of the principal of, premiumpremium and Special Interest, if any, and interest on the Notes and the Note Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note obligations of the Issuers set forth in Section 7.7 and Section 8.5 herein, and the Notes and the Subsidiary Guarantees thereof and the Security Documents, shall be secured by Liens, (i) first-priority Liens and security interests on the Note Priority Collateral and (ii) second-priority Liens and security interests on the ABL Priority Collateral (in each case subject to Permitted Liens), as and to the extent provided in the Security Documents Documents, which the Company Issuers and the Subsidiary Guarantors, as the case may be, have entered into on or prior to or simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including . The Collateral will also secure the Issuers’ and the Subsidiary Guarantors’ Obligations under Pari Passu Notes Lien Indebtedness as provided in the Intercreditor Agreement. (b) Agreements. The Company Issuers and the Subsidiary Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust on behalf of and for the benefit of all of the Holders Holders, the Trustee and the TrusteeCollateral Agent, in each case pursuant to the terms of the Security Documents, including the Intercreditor Agreement, Documents and the Security Collateral Agent and the Trustee are hereby directed and authorized to execute and deliver the Security Documents, including the Intercreditor Agreement and any the other agreements, deeds or other documents in relation thereto, on behalf of all the Holdersapplicable Security Documents. (cb) Each Holder, by its acceptance of any Notes and the Note GuaranteesGuarantees thereof, and the Trustee, by entering into this Indenture, irrevocably consents and agrees to and accepts the terms of the Security DocumentsDocuments (including, including without limitation, the Intercreditor Agreement, provisions providing for foreclosure and release of Collateral) as the same may be in effect or as may be amended from time to time in accordance with their terms terms, agrees to the appointment of the Collateral Agent and irrevocably authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise the its rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfDocuments in accordance therewith. (dc) The Trustee Trustee, the Collateral Agent and each Holder, by accepting the Notes and the Note GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Intercreditor Agreement, Documents and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except The Company has appointed Citibank, N.A., London Branch to act as provided for Collateral Agent, and each Holder by its acceptance of any Notes and the Note Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Agent shall have the privileges, powers and immunities as set forth in Section 4.18this Indenture, the Security Documents and the Intercreditor Agreement. (b) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the Notesobligations of the Company set forth in Section 7.07 and Section 8.07 herein, and the Notes and the Note Guarantees thereof and the Security Documents, shall be secured by Liens, subject to Permitted Liens, as provided in the Security Documents which the Company and the Guarantors, as the case may be, have entered into on or prior to the date hereof and shall be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and subject to the Security Documents, including terms of the Intercreditor Agreement. The Company and the Guarantors, including Post-Closing Guarantors, shall use commercially reasonable efforts to enter into the Security Documents listed on Annex I to the Agreed Security Principles within 90 days of the Issue Date. (bc) The Security Documents may also secure on a first-priority basis, subject to Permitted Liens, the Company’s and the Guarantors’ Obligations under Payment Priority Obligations and Pari Passu Secured Obligations, provided that an authorized representative of the holders thereof (if not already a party to the Intercreditor Agreement) shall have executed a joinder to the Intercreditor Agreement in the form or forms provided therein. Under the terms of the Intercreditor Agreement, 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) shall be applied, after the payment of certain amounts due to the Collateral Agent, first to repay the Priority Payment Priority Obligations before any Holder receives any proceeds. (d) The Company and the Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of the Security Documents, including Documents and the Intercreditor Agreement, and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (ce) Each Holder, by its acceptance of any Notes and the related Note Guarantees, and the Trustee, by entering into this IndentureGuarantee thereof, consents and agrees to and accepts the terms of the Security DocumentsDocuments (including, including without limitation, the provisions providing for foreclosure) and the Intercreditor Agreement, Agreement as the same may be in effect or as may be amended from time to time in accordance with their terms terms, and irrevocably appoints the Collateral Agent as its agent thereunder and authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise its rights under the rights, powers Security Documents and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfin accordance therewith. (df) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Documents, including Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Documents and the Intercreditor Agreement, Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided As collateral security for the prompt payment in Section 4.18, the full and performance when due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, (whether on an interest payment date, at stated maturity, by acceleration, repurchase, redemption by liquidation or otherwise) of the Secured Obligations to the Trustee on behalf of the Secured Parties in accordance with the Priority of Payments, the Issuer hereby pledges to the Trustee on behalf of the Secured Parties and grants the Trustee on behalf of the Secured Parties a first priority continuing security interest in, lien on and right of set-off against, all of the overdue principal of Issuer’s right, title and interest (in, to and under all property of the extent lawful)Issuer, if anywhether now owned or hereafter acquired and whether now existing or hereafter coming into existence, on including, without limitation, each Collateral Debt Obligation, all underlying instruments with respect to Collateral Debt Obligations, all of the Notes and Issuer’s rights under the Note Guarantees and performance of all other obligations under this IndentureWarehouse Collateral Administration Agreement, the NotesInvestment Management Agreement, each Warehouse Account, and all assets credited to and funds on deposit in each Warehouse Account and all proceeds of the foregoing, other than Excepted Property (collectively, the Note Guarantees and the Security Documents, shall be secured by Liens, subject to Permitted Liens, as provided in the Security Documents which the Company and the Guarantors, as the case may be, have entered into on or prior to the date hereof and shall be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including the Intercreditor Agreement“Warehouse Collateral”). (b) The Company Issuer will: (i) deliver to the Warehouse Collateral Administrator any and all securities and instruments evidencing or otherwise relating to Warehouse Collateral, endorsed and/or accompanied by such instruments of assignment and transfer in such form and substance as the Guarantors hereby agree Secured Parties may reasonably request, including by taking all steps necessary to ensure that all Collateral Debt Obligations are credited to the Security Agent shall hold applicable Warehouse Account by the Warehouse Collateral Administrator and administer held in accordance with the Warehouse Collateral in trust for Administration Agreement; (ii) give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable to create, preserve, perfect or validate the benefit of all security interest granted hereunder or to enable the Holders Controlling Party to exercise and enforce its rights hereunder with respect to such pledge and security interest; (iii) promptly furnish or cause to be furnished to the Senior Noteholder or Junior Noteholders any information that it may reasonably request concerning the Warehouse Collateral; and (iv) preserve and protect the Trustee, ’s first priority security interest in each case pursuant to the terms of the Security Documents, including the Intercreditor AgreementWarehouse Collateral, and the Security Agent take or cause any action requested by a Secured Party and the Trustee are hereby authorized necessary to execute and deliver the Security Documentspreserve, including the Intercreditor Agreement and any other agreementsdefend, deeds protect or other documents in relation thereto, on behalf of all the Holdersperfect such first priority security interest. (c) Each HolderExcept as expressly permitted hereunder or under the Warehouse Collateral Administration Agreement, by its acceptance the Issuer will not sell, assign, pledge, grant any security interest in, exchange, transfer, hypothecate or otherwise dispose of or grant any Notes and the Note Guaranteesoption with respect to such Warehouse Collateral, and the Trustee, by entering into this Indenture, consents and agrees or agree to and accepts the terms do any of the Security Documentsforegoing, including without the Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Agent to: (1) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfprior written consent of Senior Commitment Party. (d) The Trustee and each HolderSecured Parties hereby appoint the Bank as “Trustee” to act on their behalf in accordance with this Agreement. If a Liquidation Event occurs, by accepting the Notes and the Note Guarantees, acknowledges that, liquidation shall be effected as more fully set forth in Section 3.2. The Bank in each of its capacities under this Agreement shall have the Security Documentssame rights, including protections, indemnities and immunities provided to the Intercreditor AgreementBank as Warehouse Collateral Administrator under the Warehouse Collateral Administration Agreement (in addition to those provided herein). In connection with a resignation of the Bank as Warehouse Collateral Administrator, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of Bank may resign from its other capacities pursuant to this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Intercreditor Agreement, and actions that may be taken thereunder. (e) Subject The Issuer hereby irrevocably appoints the Trustee as its attorney-in-fact with full power of substitution and authorizes the Trustee to take any action and execute any instruments with respect to the terms Warehouse Collateral that the Controlling Party may deem necessary or advisable in connection with (i) the Issuer’s grant of a security interest in the Warehouse Collateral to the Trustee for the benefit of the Secured Parties and any rights and remedies that the Trustee may exercise in respect thereof upon the occurrence a Liquidation Event, (ii) the filing of one or more financing or continuation statements with respect to the Warehouse Collateral, (iii) the filing of one or more termination statements upon the occurrence of the Closing Date, (iv) the sale, termination or other disposition of any Collateral Debt Obligations as provided herein or (v) accomplishing any other purposes of this Indenture Agreement. The Issuer agrees that the powers granted by this paragraph are exercisable at the direction of the Controlling Party and are not intended to impose the Security Documentsobligations of Issuer on the Trustee. The Trustee shall only be required to take actions or execute instruments under this Section 8.1(e) (including for the avoidance of doubt anything under Section 3.2) as directed by the Controlling Party. This power of attorney shall be binding upon, and enforceable against, all beneficiaries, successors, assigns, transferees and legal representatives of the Issuer. (f) The security interest granted to secure the Secured Obligations hereunder shall be terminated and released and all rights in the Warehouse Collateral will revert to the Issuer upon final payment of all Secured Obligations and termination of all funding obligations of the Noteholders. In connection with such termination and release, the Company Trustee shall execute and deliver such documents, instruments and certificates as the Guarantors Issuer shall have reasonably require at the right Issuer’s expense. The Secured Parties hereby authorize the Issuer or its agent to remain in possession file a termination of any financing statement filed with respect to the Warehouse Collateral on or promptly after the Closing Date. Section 8.2 There shall at all times be a Trustee hereunder which shall be an independent organization or entity organized and retain exclusive control doing business under the laws of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose United States of America or of any income therefromstate thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least U.S.$200,000,000, subject to supervision or examination by federal or state authority, having a rating of at least “Baa1” by Moody’s and at least “BBB+” by S&P and having an office within the United States, and who makes the following representations: (a) The Trustee is not affiliated, as that term is defined under Rule 405 under the Securities Act, with the Issuer or with any Person involved in the organization or operation of the Issuer. (b) The Trustee meets the requirements of Rule 3a-7(a)(4)(i) under the Investment Company Act. (c) On the date of its appointment as Trustee, the Bank acting as Trustee holds no indebtedness of the Issuer, it does not own any Notes for its own account and has no present intention of acquiring any Notes. For avoidance of doubt, any indebtedness or Notes held by the Bank in its capacity as custodian, trustee, nominee, agent or any such other capacity for the account of another party shall not be prohibited.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes Securities and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes Securities and the Note Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note Guarantees obligations of the Company set forth in Section 7.7 and Section 8.5 herein, and the Security Securities and the Guarantees thereof and the Collateral Documents, shall be secured by Liens, first-priority Liens and security interests subject to Permitted Liens, Liens as provided in the Security Collateral Documents which the Company and the Subsidiary Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture and the Security Collateral Documents, including the Intercreditor Agreement. (b) . The Company and the Subsidiary Guarantors hereby agree that the Security Agent Trustee shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including the Intercreditor Agreement, and the Security Agent Collateral Documents and the Trustee are is hereby authorized to execute and deliver the Security Collateral Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (cb) Each Holder, by its acceptance of any Notes Securities and the Note Guarantees, and the Trustee, by entering into this IndentureGuarantees thereof, consents and agrees to and accepts the terms of the Security DocumentsCollateral Documents (including, including without limitation, the Intercreditor Agreement, provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Agent to: (1) Trustee to perform the duties its obligations and exercise the rights, powers and discretions that are specifically given to it its rights under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfCollateral Documents in accordance therewith. (dc) The Trustee and each Holder, by accepting the Notes Securities and the Note GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Collateral Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Intercreditor Agreement, Collateral Documents and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note Guarantees obligations of the Company set forth in Section 7.07 and Section 8.06 herein, and the Security Notes and the Subsidiary Guarantees thereof and the Collateral Documents, shall be secured by Liens, subject to Permitted LiensLiens on the Collateral, as provided in the Security Collateral Documents which the Company and the Guarantors, as the case may be, Subsidiary Guarantors party thereto have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall be secured as provided by in all Security additional Collateral Documents hereafter delivered delivered, from time to time, as required or permitted by this Indenture and the Security Documents, including the Intercreditor AgreementIndenture. (b) The Company and the Subsidiary Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all the Holders and the TrusteeNotes Secured Parties, in each case pursuant to the terms of the Security Documents, including Collateral Documents and the Intercreditor Agreement, and each of the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver each of the Security Documents, including Collateral Documents and the Intercreditor Agreement and any other agreementsAgreement, deeds or other documents in relation thereto, on behalf of all the Holdersas applicable. (c) Regions Bank is hereby designated and appointed as the initial Collateral Agent for the Holders under the Collateral Documents. Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this IndentureSubsidiary Guarantees thereof, consents and agrees to and accepts the terms of the Security DocumentsCollateral Documents (including, including without limitation, the provisions providing for foreclosure and exercise of remedies) and the Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms respective terms, and irrevocably authorizes and directs the Security Collateral Agent to: (1) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalf. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, as applicable, to execute and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Intercreditor Agreement, and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control deliver each of the Collateral securing Documents and the NotesIntercreditor Agreement and all other instruments relating thereto and to perform its obligations and exercise its rights and powers under this Indenture, to freely operate the Collateral Documents and to collect, invest the Intercreditor Agreement in accordance herewith and dispose of any income therefromtherewith together with such other obligations and rights as are reasonably incidental hereto and thereto.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note Guarantees obligations of the Company set forth in Section 7.6 and Section 8.6 herein, and the Security Notes and the Subsidiary Guarantees thereof and the Collateral Documents, shall be secured by Liens, subject to Permitted Liens, Liens as provided in the Security Collateral Documents which the Company and the Subsidiary Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including the Intercreditor AgreementIndenture. (b) The Company and the Subsidiary Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of the Security Collateral Documents, including the Intercreditor Agreement, and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Collateral Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this IndentureSubsidiary Guarantees thereof, consents and agrees to and accepts the terms of the Security DocumentsCollateral Documents (including, including without limitation, the provisions providing for foreclosure) and the Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms terms, and irrevocably authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise its rights under the rights, powers Collateral Documents and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfin accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Collateral Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except The Issuers and the Guarantors hereby appoint Wilmington Trust, National Association to act as provided for Collateral Trustee, and each Holder, by its acceptance of any Notes and the Subsidiary Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Trustee shall have the privileges, powers and immunities as set forth in Section 4.18this Indenture and the Security Documents. From and after the date hereof, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note obligations of the Issuers and the Guarantors set forth in Sections 7.07 and 8.05 hereof, and the Notes and the Subsidiary Guarantees thereof and the Security Documents, shall be secured by Liens, subject first priority Liens and security interests on the Collateral as and to Permitted Liens, as the extent provided in the Security Documents Documents, which the Company Issuers and the Guarantors, as the case may be, have entered into on or prior to or simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents. The Collateral will also secure the Issuers’ and the Guarantors’ Obligations under the Pari Passu Lien Hedge Agreements, including the Existing Secured Notes, the Term Loan B Facility and any other Pari Passu Notes Lien Indebtedness as provided in the Collateral Trust and Intercreditor Agreement. (b) . The Company Issuers and the Guarantors hereby agree that the Security Agent Collateral Trustee shall hold and administer the Collateral in trust on behalf of and for the benefit of all of the Holders Holders, the Trustee and the Collateral Trustee, in each case pursuant to the terms of the Security Documents, including the Intercreditor Agreement, and the Security Agent and Collateral Trustee and, as applicable, the Trustee are hereby directed and authorized to execute and deliver the Security DocumentsAgreement, including the Collateral Trust and Intercreditor Agreement and any the other agreements, deeds or other documents in relation thereto, on behalf of all the Holdersapplicable Security Documents. (cb) Each Holder, by its acceptance of any Notes and the Note GuaranteesSubsidiary Guarantees thereof, and the Trustee, by entering into this Indenture, irrevocably consents and agrees to and accepts the terms of the Collateral Trust and Intercreditor Agreement and the other Security DocumentsDocuments (including, including without limitation, the Intercreditor Agreement, provisions providing for foreclosure and release of Collateral) as the same may be in effect or as may be amended from time to time in accordance with their terms terms, agrees to the appointment of the Collateral Trustee and irrevocably authorizes and directs the Security Agent to: (1) Collateral Trustee to perform the duties its obligations and exercise the its rights, powers and discretions that are specifically given to it under the Collateral Trust and Intercreditor Agreement or and the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfDocuments in accordance therewith. (dc) The Trustee, the Collateral Trustee and each Holder, by accepting the Notes and the Note GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Collateral Trust and Intercreditor Agreement and the other Security Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Trustee and the TrusteeTrustee and the holders of the Pari Passu Lien Hedge Agreements, the Existing Secured Notes, the Term Loan B Debt and any future Pari Passu Notes Lien Indebtedness, and that the Lien of this Indenture and the Security Documents in respect of the Trustee, the Collateral Trustee and the Holders and the holders of the Pari Passu Lien Hedge Agreements, the Existing Secured Notes, the Term Loan B Debt and any future Pari Passu Notes Lien Indebtedness is subject to and qualified and limited in all respects by the Collateral Trust and Intercreditor Agreement and the other Security Documents, including the Intercreditor Agreement, Documents and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, Additional Amounts, if any, and interest (including Additional Interest) on the Notes Securities and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes Securities and the Note Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note Guarantees obligations of the Company set forth in Section 7.7 and Section 8.5 herein, and the Security Securities and the Guarantees thereof and the Collateral Documents, shall be secured by Liens(i) first-priority Liens and security interests and (ii) second-priority Liens and security interests, in each case subject to Permitted Liens, Liens as provided in the Security Collateral Documents which the Company and the Subsidiary Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture Indenture, the Collateral Documents and the Security Documents, including the Intercreditor Agreement. (b) . The Company and the Subsidiary Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreement and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents, including Collateral Documents and the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersAgreement. (cb) Each Holder, by its acceptance of any Notes Securities and the Note Guarantees, and the Trustee, by entering into this IndentureGuarantees thereof, consents and agrees to and accepts the terms of the Security Documents, including Collateral Documents and the Intercreditor AgreementAgreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise the rights, powers and discretions that are specifically given to it its rights under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfCollateral Documents in accordance therewith. (dc) The Trustee and each Holder, by accepting the Notes Securities and the Note GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Documents, including Collateral Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture, the Notesincluding, the Note obligations of the Company set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Guarantees and the Security Collateral Documents, shall be secured by LiensLiens on and security interests in the Notes Collateral and the ABL Collateral, in each case with the priority set forth in the Intercreditor Agreements and subject to Permitted Liens, as provided in the Security Collateral Documents which the Company and the Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture and the Security Collateral Documents. All property of the Company and the Guarantors owned on the Issue Date (other than Excluded Property) shall be pledged as Collateral pursuant to the Collateral Documents on the Issue Date, and perfected with the priority intended to be granted thereby, subject, in the case of the Post-Closing Collateral Documents, including to the Intercreditor Agreementprovisions of Section 11.05. (b) The Company and the Guarantors hereby agree that the Security Junior First Lien Notes Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Collateral Documents, including the Intercreditor Agreement, and the Security Junior First Lien Notes Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Collateral Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this Indenture, consents and agrees to and accepts the terms of Section 11.09 and the Security DocumentsCollateral Documents (including, including the Intercreditor Agreementprovisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Trustee and the Junior First Lien Notes Collateral Agent to: (1) to perform the duties its obligations and exercise its rights under this Indenture and the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfCollateral Documents in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Collateral Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Intercreditor Agreement, Collateral Documents and actions that may be taken thereunder. (e) Subject The Company shall, and shall cause each of the Guarantors to, at the Company’s sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Documents, to perfect, maintain (with the priority required under the Collateral Documents), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Collateral Documents in favor of the Junior First Lien Notes Collateral Agent as security for the Junior First Lien Notes Obligations, superior to and prior to the terms rights of all third Persons (other than as set forth in the Intercreditor Agreements and other than to the extent permitted or not prohibited under this Indenture with respect to Permitted Liens), and subject to no other Liens (other than Permitted Liens), including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders, the Junior First Lien Notes Collateral Agent, and the Trustee under this Indenture and the Security DocumentsCollateral Documents to all property comprising the Collateral, and (ii) the delivery of the certificates evidencing the securities pledged under any Collateral Document, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to this Indenture, the Company Collateral Documents and the Guarantors shall have the right to remain in possession any amendments hereto or thereto and retain exclusive control any other instruments of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefromfurther assurance required pursuant hereto or thereto.

The Collateral. (a) Except The Issuer hereby appoints Wilmington Trust FSB to act as provided for Collateral Agent, and each Holder by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Agent shall have the privileges, powers and immunities as set forth in Section 4.18this Indenture, the Security Documents and the Junior Lien Intercreditor Agreement. The due and punctual payment of the principal of, premium, if any, and interest (including Additional Interest) on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note obligations of the Issuer set forth in Section 7.7 and Section 8.5 herein, and the Notes and the Guarantees thereof and the Security Documents, shall be secured by Liens, first-priority Liens and security interests on the Collateral (subject to Permitted Liens), as and to the extent provided in the Security Documents which the Company and the Guarantors, as the case may be, have entered into on or prior to the date hereof and shall will be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents. The Collateral will also secure on a first-priority basis the Issuer and the Guarantors’ Obligations under Priority Payment Lien Obligations and Pari Passu Payment Lien Obligations, provided that an authorized representative of the holders thereof shall have executed a joinder to the Security Agreement in the form provided therein. Under the terms of the Security Documents, 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 Intercreditor Agreement. value of the Collateral in a bankruptcy, insolvency, reorganization or similar proceedings) shall be applied, after the payment of all amounts due to the Collateral Agent under the terms hereof and the Security Documents, first to repay the Indebtedness and other obligations under Credit Facilities (bincluding any Post-Petition Interest with respect thereto) incurred under Section 3.2(b)(1) hereof, Hedging Obligations with lenders under such Credit Facilities or their Affiliates and Cash Management Obligations (collectively, the “Priority Payment Lien Obligations”) before any Holder receives any proceeds. The Company Issuer and the Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including the Intercreditor Agreement, Agreement and the other Security Documents and the Collateral Agent and the Trustee are hereby directed and authorized to execute and deliver the Security Documents, including the Intercreditor Agreement and any the other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersSecurity Documents. (cb) Each Holder, by its acceptance of any Notes and the Note GuaranteesGuarantees thereof, and the Trustee, by entering into this Indenture, irrevocably consents and agrees to and accepts the terms of the Security DocumentsDocuments and the Junior Lien Intercreditor Agreement (including, including without limitation, the Intercreditor Agreement, provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) to enter into and perform the duties its obligations and exercise the its rights, powers and discretions that are specifically given to it under the Security Documents and the Junior Lien Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfin accordance therewith. (dc) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Documents, including Documents and the Junior Lien Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Documents and the Junior Lien Intercreditor Agreement, Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, Additional Amounts, if any, and interest on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Guarantees thereof, and performance of all other obligations of the Issuers and the Guarantors under this Indenture, the Notes, the Note Guarantees Indenture and the Security Documents, Notes shall be secured by Liensfirst-priority Liens on the Collateral, subject to Permitted Liens, as provided in the Security Documents which the Company Issuers and the Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by pursuant to all Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including subject to the terms of the First Lien Intercreditor Agreement. The Pledgors shall take all steps required pursuant to the Security Agreements to perfect the security interests on the Collateral owned on the Issue Date, including, to the extent and within the time periods required by the Security Agreements, by delivery of applicable stock certificates, filing of financing statements or otherwise as necessary or required pursuant to the applicable law governing such Collateral. (b) The Company Issuers and the Guarantors hereby agree that the Security Notes Collateral Agent shall hold and administer the Collateral in trust for the benefit of all the Holders and the TrusteeFirst-Priority Secured Parties, in each case pursuant to the terms of this Indenture, the Security Documents, including Documents and the First Lien Intercreditor Agreement, and the Security Notes Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents, including Documents and the First Lien Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersAgreement. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this IndentureNotes, consents and agrees to and accepts the terms of Section 12.05 hereof, the Security Documents, Documents and the First Lien Intercreditor Agreement (including the Intercreditor Agreement, provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Notes Collateral Agent to: (1) to enter into, and to perform the duties its obligations and exercise its rights under, the rights, powers Security Documents and discretions that are specifically given to it under the First Lien Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfin accordance therewith. (d) The Notes Collateral Agent, the Trustee and each Holder, by accepting the Notes and the Note GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Documents, including Documents and the First Lien Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the TrusteeFirst-Priority Secured Parties, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders First-Priority Secured Parties is subject to and qualified and limited in all respects by the Security Documents, including Documents and the First Lien Intercreditor Agreement, Agreement and actions that may be taken thereunder. (e) Subject The Issuers have the right, whether or not in connection with a substitution, to add real estate assets as “Secured Pool Properties” from time to time in accordance with the U.S. Credit Agreement. In addition, following the expiration or termination of the U.S. Credit Agreement (other than in connection with a refinancing or replacement thereof in the form of a credit facility), the Issuers may add Eligible Properties as Secured Pool Properties by designating such Eligible Properties as “Secured Pool Properties” in a notice delivered to the terms Notes Collateral Agent, which notice shall set forth the date of this Indenture and the effectiveness of such designation. Concurrent with the addition of any real estate assets as a Secured Pool Property (an “Additional Secured Pool Property”), whether pursuant to Section 4.09(e) or Section 4.10, in connection with a substitution pursuant to the U.S. Credit Agreement as contemplated by Section 12.02(a) below, or otherwise, the Issuers will, or will cause their applicable Subsidiaries to, pledge on a First-Priority Lien basis the Capital Stock in any Subsidiary that owns or ground leases the Additional Secured Pool Property or that is or is otherwise required to become a Notes Pledged Subsidiary (and, if the applicable Pledgor with respect to such Capital Stock is not an Issuer or a Guarantor prior to such addition, will cause the provision by such Pledgor of a Note Guarantee of the Notes pursuant to Section 4.15) by executing a supplement to a Security Document or entering into a new Security Document (which agreement shall be substantially identical to the Security DocumentsDocument in the relevant jurisdiction as in effect on the Issue Date or, if such security agreement shall be in a new jurisdiction, such security agreement shall be substantially similar to the Security Documents in effect on the Issue Date with such modifications as are necessary to comply with local law or customary in such jurisdiction (as determined in good faith by the Issuers)). (f) Notwithstanding the foregoing, in the case of any Notes Pledged Subsidiary that is a limited partnership organized under the laws of the United States of America, any State thereof or the District of Columbia, the Company and Collateral may include the Guarantors shall have the right to remain in possession and retain exclusive control Capital Stock of the general partner of such limited partnership in lieu of the general partnership interest in such limited partnership (provided that 100% of the Capital Stock of the underlying Notes Pledged Subsidiary that is not directly held by such general partner is directly held by the applicable Pledgor), in which case (i) such general partnership interest shall not constitute “Collateral,” (ii) such general partner shall also constitute a “Notes Pledged Subsidiary,” and (iii) all other Capital Stock in such limited partnership shall constitute “Collateral.” Concurrently with the pledge of the Capital Stock in any Notes Pledged Subsidiary in respect of which the general partnership interest will not constitute Collateral securing pursuant to this Section 12.01(f) or otherwise, the NotesIssuers will, or will cause their applicable Subsidiaries to, pledge on a First-Priority Lien basis the Capital Stock in the applicable general partner (and, if the applicable Pledgor with respect to freely operate such Capital Stock is not an Issuer or a Guarantor prior thereto, will cause the Collateral and provision by such Pledgor of a Note Guarantee of the Notes pursuant to collectSection 4.15) by executing a supplement to a Security Document or entering into a new Security Document (which agreement shall be substantially identical to the Security Document in the relevant jurisdiction as in effect on the Issue Date or, invest and dispose of any income therefromif such security agreement shall be in a new jurisdiction, such security agreement shall be substantially similar to the Security Documents in effect on the Issue Date with such modifications as are necessary to comply with local law or customary in such jurisdiction (as determined in good faith by the Issuers)).

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note Guarantees obligations of the Company set forth in Section 7.6 and Section 8.6 herein, and the Security Notes and the Subsidiary Guarantees thereof and the Collateral Documents, shall be secured by Liens, subject to Permitted Liens, Liens as provided in the Security Collateral Documents which the Company and the Subsidiary Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including the Intercreditor AgreementIndenture. (b) The Company and the Subsidiary Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of the Security Collateral Documents, including the Intercreditor Agreement, and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Collateral Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this IndentureSubsidiary Guarantees thereof, consents and agrees to and accepts the terms of the Security DocumentsCollateral Documents (including, including without limitation, the provisions providing for foreclosure) and the Intercreditor AgreementAgreements, as the same may be in effect or as may be amended from time to time in accordance with their terms terms, and irrevocably authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise the rights, powers and discretions that are specifically given to it its rights under the Collateral Documents and the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfAgreements in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Collateral Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreements and actions that may be taken thereunder. (e) Subject To the extent not completed prior to the terms of this Indenture and the Security DocumentsIssue Date, the Company or the applicable Subsidiary Guarantor will take the actions and satisfy the requirements set forth on Schedule 2 on or prior to the date set forth on Schedule 2 with respect to each Mortgaged Real Property listed on Schedule 1. Upon satisfaction of such requirements, the Company shall promptly deliver to the Trustee and the Guarantors shall Collateral Agent an Officers’ Certificate notifying them that such actions have the right to remain in possession been taken and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefromcertifying that such requirements have been satisfied.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest in- terest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Guarantees Guar- antees and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note Guarantees obligations of the Company set forth in Section 7.07 and Section 8.05 herein, and the Security DocumentsNotes and the Note Guarantees, if any, shall be secured by Liens, subject to Permitted Liens, as provided in the Security Documents which the Company and the Guarantors, as the case may be, have entered into on or prior to the date hereof and shall be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including the Intercreditor AgreementCollateral. (b) The Company and the Guarantors hereby agree that the Security Notes Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including Collateral Documents and the Intercreditor AgreementAgreements (if any), and the Security Notes Collat- eral Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents, including Collateral Documents and the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersAgreements (if any). (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this Indentureif any, consents and agrees to and accepts the terms of Section 12.09 hereof, the Security Documents, including Collateral Documents and the Intercreditor AgreementAgreements (if any) (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Notes Collateral Agent to: (1) to perform the duties its obligations and exercise the rights, powers and discretions that are specifically given to it its rights under the Collateral Documents and the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and Agreements (2if any) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfin accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, if any, acknowledges that, as more fully set forth in the Security Documents, including Collateral Documents and the Intercreditor AgreementAgree- ments (if any), the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreements (if any) and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture, the Notes, the Note Guarantees and the Security Documents, shall be secured by Liens, subject to Permitted Liens, as provided in the Security Documents which the Company, the Company and the Guarantors, as the case may be, have entered into on or prior to the date hereof and shall be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including the Intercreditor Agreement. (b) The Company and the Guarantors hereby agree that the Security Agent shall hold and administer the Collateral in trust for the benefit of all the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including the Intercreditor Agreement, and the Security Agent and the Trustee are hereby authorized to execute and deliver the Security Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this Indenture, consents and agrees to and accepts the terms of the Security Documents, including the Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Agent to: (1) perform the duties and exercise the rights, powers power and discretions discretion that are specifically given to it under the Security Documents, including the Intercreditor Agreement or the other documents to which the Security Agent is a partyAgreement, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalf. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Intercreditor Agreement, and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes Securities and the Note Guarantees Guaranties thereof when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes Securities and the Note Guarantees Guaranties thereof and performance of all other obligations under this Indenture, and the Notes, Securities and the Note Guarantees Guaranties thereof and the Security Documents, shall be secured by Liens, first-priority Liens and security interests subject to Permitted Liens, as provided in this Indenture and the Security Documents which the Company Issuers and the Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including the Intercreditor Agreement. (b) . The Company Issuers and the Guarantors hereby agree that the Security Collateral Agent or the Trustee, as the case may be, shall hold and administer the Collateral in trust for the benefit of all of the Holders Holders, the Trustee and the TrusteeCollateral Agent, in each case pursuant to the terms of the Security Documents, including the Intercreditor Agreement, and the Security Collateral Agent and the Trustee are hereby authorized to execute and deliver the relevant Security Documents. Simultaneously with the execution of this Indenture, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all Issuers will deliver to the HoldersCollateral Agent a Perfection Certificate. (cb) Each Holder, by its acceptance of any Notes Securities and the Note Guarantees, and the Trustee, by entering into this IndentureGuaranties thereof, consents and agrees to and accepts the terms of the Security DocumentsDocuments (including, including without limitation, the Intercreditor Agreement, provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Collateral Agent and/or the Trustee, as the case may be, to enter into the Security Agent to: Documents (1including landlord consents, letter agreements with counterparties to service agreements relating to the Obligors’ servers, Account Control Agreements and letter agreements with counter parties to Obligors’ credit card processing agreements) and to perform the duties its obligations and exercise the rights, powers and discretions that are specifically given to it its rights under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfDocuments in accordance therewith. (dc) The Trustee and each Each Holder, by accepting the Notes Securities and the Note GuaranteesGuaranties thereof, acknowledges that, as more fully set forth in the Security Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Trustee and the TrusteeCollateral Agent as provided in the relevant Security Documents, and that the Lien of this Indenture and the Security Documents in respect of the Trustee Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Intercreditor Agreement, Documents and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except The Company and the Guarantors hereby confirm that the Collateral Trustee, and each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees that, pursuant to the Collateral Trust Agreement and the Security Documents, the Collateral Trustee shall hold the Liens on the Collateral (directly or through co-trustees or agents) on behalf and for the benefit of the Holders of the Notes and the other Cash Flow Secured Parties, and the Trustee is hereby directed and authorized to (x) execute and deliver the Collateral Trust Agreement in its capacity as provided for Trustee and (y) authorize and direct the Collateral Trustee to execute and deliver the Collateral Trust Agreement, the Security Agreement, the ABL Intercreditor Agreement, and the other Security Documents in Section 4.18its capacity as such. The Collateral Trustee shall have the privileges, powers and immunities as set forth in the Collateral Trust Agreement and the other Security Documents. From and after the date hereof, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note Guarantees obligations of the Company and the Security DocumentsGuarantors set forth in Sections 7.06 and 8.05 hereof, and the Notes and the Guarantees thereof and the other Notes Obligations and the other Cash Flow Obligations shall be secured by Liens, subject (i) first priority Liens and security interests on the Notes Priority Collateral as and to Permitted Liens, as the extent provided in the Security Documents and the ABL Intercreditor Agreement and (ii) by second priority Liens and security interests in the ABL Priority Collateral as and to the extent provided in the Security Documents and the ABL Intercreditor Agreement, which the Company and the Guarantors, as the case may be, have entered into on or prior to or simultaneously with the date hereof execution of this Indenture, and shall will be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture Indenture, the ABL Intercreditor Agreement and the Security Documents, including the Intercreditor Agreement. (b) The Company and the Guarantors hereby agree that the Security Agent shall hold and administer the Collateral in trust for the benefit of all the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including the Intercreditor Agreement, and the Security Agent and the Trustee are hereby authorized to execute and deliver the Security Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders.[Reserved] (c) Each Holder, by its acceptance of any Notes and the Note GuaranteesGuarantees thereof, and the Trustee, by entering into this Indenture, irrevocably consents and agrees to and accepts the terms of the Security Documents, including the ABL Intercreditor Agreement, the Collateral Trust Agreement and the other Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or as may be amended from time to time in accordance with their terms terms, agrees to the appointment of the Collateral Trustee pursuant to the Collateral Trust Agreement and irrevocably authorizes and directs the Security Agent to: (1) Trustee to execute and deliver the Collateral Trust Agreement and perform the duties its obligations and exercise the its rights, powers and discretions thereunder in accordance therewith and to authorize and direct, on its behalf and that are specifically given of the Holders, the Collateral Trustee to it under execute and deliver the Collateral Trust Agreement, the other Security Documents and the ABL Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental and perform its obligations and exercise its rights, power powers and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfdiscretions thereunder in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesGuarantees thereof, acknowledges acknowledge that, as more fully set forth in the ABL Intercreditor Agreement, the Collateral Trust Agreement and the other Security Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Trustee and the TrusteeTrustee and the other Cash Flow Secured Parties, and that the Lien of this Indenture and the Security Documents in respect of the Collateral Trustee, for the benefit of the Trustee and the other Notes Secured Parties, the Holders and the other Cash Flow Secured Parties is subject to and qualified and limited in all respects by the Security Documents, including the ABL Intercreditor Agreement, the Collateral Trust Agreement and the other Security Documents and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes Securities and the Note Guarantees Guaranties thereof when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes Securities and the Note Guarantees Guaranties thereof and performance of all other obligations under this Indenture, and the Notes, Securities and the Note Guarantees Guaranties thereof and the Security Documents, shall be secured by Liens, first-priority Liens and security interests subject to Permitted Liens, as provided in this Indenture and the Security Documents which the Company Issuers and the Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including the Intercreditor Agreement. (b) . The Company Issuers and the Guarantors hereby agree that the Security Senior Lien Collateral Agent or the Trustee, as the case may be, shall hold and administer the Collateral in trust for the benefit of all of the Holders Holders, the Trustee and the TrusteeSenior Lien Collateral Agent, in each case pursuant to the terms of the Security Documents, including the Intercreditor Agreement, and the Security Senior Lien Collateral Agent and the Trustee are hereby authorized to execute and deliver the relevant Security Documents. Simultaneously with the execution of this Indenture, including the Intercreditor Agreement Issuers will deliver to the Senior Lien Collateral Agent a perfection certificate regarding the Collateral in the form and any other agreements, deeds or other documents in relation thereto, on behalf of all substance reasonably satisfactory to the Required Holders. (cb) Each Holder, by its acceptance of any Notes Securities and the Note Guarantees, and the Trustee, by entering into this IndentureGuaranties thereof, consents and agrees to and accepts the terms of the Security Documents, including Documents and the Intercreditor AgreementAgreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Senior Lien Collateral Agent and/or the Trustee, as the case may be, to enter into the Security Agent to: Documents (1including landlord consents, letter agreements with counterparties to service agreements relating to the Obligors’ servers, Account Control Agreements and letter agreements with counter parties to Obligors’ credit card processing agreements) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or the other documents and to which perform its obligations and exercise its rights under the Security Agent is a party, together with any other incidental rights, power Documents and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfIntercreditor Agreement in accordance therewith. (dc) The Trustee and each Each Holder, by accepting the Notes Securities and the Note GuaranteesGuaranties thereof, acknowledges that, as more fully set forth in the Security Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Trustee and the TrusteeSenior Lien Collateral Agent as provided in the relevant Security Documents, and that the Lien of this Indenture and the Security Documents in respect of the Trustee Trustee, the Senior Lien Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Intercreditor Agreement, Documents and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees (other than the Parent Guarantee and, prior to the 2014 Notes Repayment, the Note Guarantee of VM FinanceCo) thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, and the NotesNotes and the Note Guarantees (other than the Parent Guarantee and, prior to the 2014 Notes Repayment, the Note Guarantees Guarantee of VM FinanceCo) thereof and the Security Collateral Documents, shall be secured by Liens, subject to Permitted Liens, as provided in the Security Collateral Documents which the Company and the GuarantorsNote Guarantors (other than the Parent and, prior to the 2014 Notes Repayment, VM FinanceCo), as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture Indenture, the Collateral Documents and the Security Documents, including the Intercreditor AgreementDeeds. (b) The Company and the Note Guarantors hereby agree that the Security Agent Trustee shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including Collateral Documents and the Intercreditor Agreement, Deeds and the Security Agent Trustee and the Trustee are is hereby authorized to execute and deliver the Security Documents, including Collateral Documents and the Intercreditor Agreement and Deeds (including any other agreements, deeds or other documents in relation thereto, ) on behalf of all of the Holders. (c) Each Holder, by its acceptance of any Notes and the Note GuaranteesGuarantees thereof, and the Trustee, by entering into this Indenture, consents and agrees to and accepts the terms of the Security Documents, including Collateral Documents and the Intercreditor Agreement, Deeds as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Agent Trustee to: (1A) perform the duties and exercise the rights, powers rights power and discretions discretion that are specifically given to it under the Collateral Documents and the Intercreditor Agreement or the other documents to which the Security Agent is a party, Deeds together with any other incidental rights, power and discretions; and (2B) execute each Security Collateral Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent Trustee on its behalf. (d) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Documents, including Collateral Documents and the Intercreditor AgreementDeeds, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents and the Intercreditor Agreement, Deeds and actions that may be taken thereunder. (e) The Company shall procure that each of the Note Guarantors (other than the Parent and, prior to the 2014 Notes Repayment, VM Finance Co) shall provide the Liens, subject to Permitted Liens, pursuant to the Collateral Documents and the Intercreditor Deeds within 45 days of the Closing Date; provided that Note Guarantors representing at least 50% of the EBITDA of the Company and the Restricted Subsidiaries on a combined basis for the financial year ended December 31, 2008 shall have granted Liens on their assets on the Closing Date. (f) Subject to the terms of this Indenture and the Security Collateral Documents, the Company Issuer and the Note Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except The Issuer hereby appoints Computershare Trust Company of Canada to act as provided for Collateral Agent, and each Holder by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Agent shall have the privileges, powers and immunities set forth in Section 4.18this Indenture, the Collateral Documents and the Intercreditor Agreements. The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment dateAmortization Date, Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and overdue interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note Guarantees obligations of the Issuer set forth in Section 7.06 and Section 8.05(b) herein, and the Security Notes and the Guarantees thereof and the Collateral Documents, shall be secured by Liensfirst-priority and second-priority Liens and security interests in the Collateral, in each case subject to Permitted Liens, as and to the extent provided in the Security Collateral Documents which the Company Issuer and the GuarantorsPNCC, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture Indenture, the Collateral Documents and the Security Documents, including the Intercreditor Agreement. (b) Agreements. The Company Issuer and the Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all the Holders and the TrusteeSecured Parties, in each case pursuant to the terms of the Security Documents, including Collateral Documents and the Intercreditor AgreementAgreements, and the Security Collateral Agent and the Trustee are hereby authorized to execute and deliver the Security Documents, including Collateral Documents and the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersAgreements. (cb) Each The Trustee and each Holder, by its acceptance of any Notes and the Note GuaranteesGuarantees thereof, and the Trustee, by entering into this Indenture, irrevocably consents and agrees to and accepts the terms of the Security Documents, including Collateral Documents and the Intercreditor AgreementAgreements (including, without limitation, the provisions providing for foreclosure and release of Collateral) as the same may be in effect or as may be amended from time to time in accordance with their terms terms, agrees to the appointment of the Collateral Agent and irrevocably authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise the its rights, powers and discretions that are specifically given to it under the Collateral Documents and the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfAgreements in accordance therewith. (dc) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Documents, including Collateral Documents and the Intercreditor AgreementAgreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the TrusteeSecured Parties, and that the Lien of relating to this Indenture and the Security Collateral Documents in respect favour of the Trustee and the Holders Secured Parties is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreements and actions that may be taken thereunder. (d) For greater certainty, and without limiting the powers of the Collateral Agent (or any other Person acting as an agent or mandatary for the Collateral Agent) hereunder or under the Collateral Documents and the Intercreditor Agreements, the Issuer and each Guarantor hereby acknowledge that, for purposes of holding any security granted by the Issuer or any Guarantor on property pursuant to the laws of the Province of Quebec to secure obligations of the Issuer or any Guarantor under the Notes or any bond or debenture, the Collateral Agent shall be the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Québec) for the Trustee, all present and future Holders and all present and future holders of any such bond or debenture. The Trustee hereby irrevocably constitutes the Collateral Agent as the holder of an irrevocable power of attorney (fondé de pouvoir) (within the meaning of Article 2692 of the Civil Code of Québec) in order to hold security granted by the Issuer or any Guarantor in the Province of Québec to secure the obligations of the Issuer or any Guarantor under the Notes or any bond or debenture issued by the Issuer or any Guarantor. Each Holder shall be deemed to have confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by holding, or accepting the benefit of any Note, bond or debenture. Each Banking Services Provider which provides the notice contemplated in the definition of “Banking Services” shall be deemed to have confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by issuing such notice. Each Secured Swap Counterparty which provides the notice contemplated in the definition of “Secured Swap Obligation” shall be deemed to have confirmed and ratified the constitution of the Collateral Agent as the holder of such irrevocable power of attorney (fondé de pouvoir) by issuing such notice. Notwithstanding the provisions of section 32 of the An Act respecting the special powers of legal persons (Quebec), the Collateral Agent or the Trustee may acquire and be the holder of any the Notes or any bond or debenture. The Issuer hereby acknowledges that each of the Notes and any such bond or debenture constitutes a title of indebtedness, as such term is used in Article 2692 of the Civil Code of Québec. The execution by the Collateral Agent as fondé de pouvoir of any deeds of hypothec or other documents prior to the date hereof is hereby ratified and confirmed. The Issuer, the Trustee and the Holders also agree that the Collateral Agent may hold any bond or debenture issued by the Issuer, including as named bondholder or debentureholder or as the Person holding on behalf of the Trustee and the other Secured Parties, in accordance with Article 2705 of the Civil Code of Québec, any bond or debenture pledged in favour of the Trustee and the other Secured Parties. (e) Subject Each Secured Party that is not a party to this Indenture shall be deemed to have appointed the Collateral Agent as its agent under the Collateral Documents in accordance with the terms of this Indenture Section 10.01 and to have acknowledged that the Security Documents, the Company provisions of this Section 10.01 apply to such Secured Party mutatis mutandis as though it were a party hereto (and the Guarantors shall have the right to remain in possession and retain exclusive control any acceptance by such Secured Party of the Collateral securing benefits of this Indenture or any other document delivered in connection with this Indenture shall be deemed an acknowledgement of the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefromforegoing).

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premiumof and interest (including Additional Interest, if any, and interest ) on the Discount Notes and the Discount Note Guarantees when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest and Additional Interest (to the extent lawfulpermitted by law), if any, on the Discount Notes and the Discount Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.08, and the Discount Notes, the Discount Note Guarantees and the Security DocumentsCollateral Agreements, shall be secured equally and ratably by Liensa second priority lien on and security interest in all of the Issuer’s assets, other than Excluded Assets and other than the Disbursement Account Collateral, subject to (i) the Liens securing the obligations under the Credit Agreement and (ii) other Permitted Prior Liens, as provided in the Security Documents Collateral Agreements which the Company Issuer and the Guarantors, as the case may be, have entered into on or prior in connection with the execution of this Indenture and will be secured by all of the Collateral pledged pursuant to the date hereof and shall be secured as provided by all Security Documents Collateral Agreements hereafter delivered as required or permitted by this Indenture Indenture, the Collateral Agreements and the Security Documents, including the Intercreditor Agreement. . The Discount Notes will also be secured by an exclusive first priority lien on and security interest in the Disbursement Account Collateral, subject only to Permitted Prior Liens described in clause (b2) of the definition thereof. The Company Issuer and the Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including Collateral Agreements and the Intercreditor Agreement, and the Security Collateral Agent and the Trustee are hereby authorized to execute and deliver the Security Documents, including Collateral Agreements and the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersAgreement. (cb) Each Holder, by its acceptance of any the Discount Notes and the Discount Note Guarantees, and the Trustee, by entering into this Indenture, consents and agrees to and accepts the terms of the Security Documents, including Collateral Agreements and the Intercreditor AgreementAgreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise the rights, powers and discretions that are specifically given to it its rights under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfCollateral Agreements in accordance therewith. (dc) The Trustee and each Holder, by accepting the Discount Notes and the Discount Note Guarantees, acknowledges that, as more fully set forth in the Security Documents, including Collateral Agreements and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents Collateral Agreements in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Agreements and the Intercreditor Agreement, Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes Securities and the Note Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes Securities and the Note Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note Guarantees obligations of the Company set forth in Section 7.7 and Section 8.6 herein, and the Security Securities and the Subsidiary Guarantees thereof and the Collateral Documents, shall be secured by Lienssecond-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Collateral Documents which the Company and the Subsidiary Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture Indenture, the Collateral Documents and the Security Documents, including the Intercreditor Agreement; provided that the Collateral shall exclude certain items of property, as provided in the Collateral Documents (collectively, the “Excluded Collateral”). (b) The Company and the Subsidiary Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreement and the Security Collateral Agent and the Trustee are is hereby authorized and directed to execute and deliver the Security Documents, including Collateral Documents and the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersAgreement. (c) Each Holder, by its acceptance of any Notes Securities and the Note Guarantees, and the Trustee, by entering into this IndentureSubsidiary Guarantees thereof, consents and agrees to and accepts the terms of the Security Documents, including Collateral Documents and the Intercreditor AgreementAgreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) to enter into and perform the duties its obligations and exercise its rights under the rights, powers Collateral Documents and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfin accordance therewith. (d) The Trustee and each Holder, by accepting the Notes Securities and the Note GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents, including Collateral Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreement and actions that may be taken thereunder. In the event of conflict between the Intercreditor Agreement and this Indenture, the Intercreditor Agreement shall control. (e) Subject In connection with exercising any right, power or discretionary duty hereunder or under the Intercreditor Agreement, or under the Collateral Documents (for purposes of this clause, the “Agreements”), unless otherwise expressly provided under the Agreements, the Collateral Agent and Trustee shall be entitled to rely upon the direction of a majority of the Securityholders. The Collateral Agent and Trustee shall not have any liability for taking any action at the direction of such majority, or for any failure or delay of any such parties to provide timely direction to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control Collateral Agent or Trustee. Notwithstanding any other provision of the Collateral securing Agreements, (i) any such direction shall not conflict with any rule of law or with the Notes, to freely operate Agreements and (ii) the Collateral and Agent or Trustee shall not be required to collect, invest and dispose of take any income therefromaction that it determines might involve it in liability (unless the Collateral Agent or Trustee has received satisfactory indemnity against such liability).

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees thereof, and all other Obligations related thereto, when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, any on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, including without limitation, the Notesobligations of the Company set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Note Guarantees thereof and the Security Collateral Documents, shall be secured by Liens, Liens and security interests on the Collateral (subject to Permitted Liens), as provided in this Indenture, the Security Collateral Documents and the Intercreditor Agreement which the Company and the Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture Indenture, the Collateral Documents and the Security Documents, including Intercreditor Agreement. All Collateral Documents shall be subject to the terms of the Intercreditor Agreement. (b) The Company and the Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the TrusteeTrustee and for the benefit of the First Priority Lien Obligations, in each case pursuant to the terms of the Security Documents, including Collateral Documents and the Intercreditor Agreement, and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents, including Collateral Documents and the Intercreditor Agreement Agreement, as Collateral Agent and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holderseach Holder. (c) Each Holder, and its successors and assigns, by its acceptance of any of the Notes and the Note Guarantees, and the Trustee, by entering into this Indenture, consents and agrees to and accepts be individually bound by the terms of this Indenture, the Security Documents, including Collateral Documents and the Intercreditor AgreementAgreement (including, without limitation, Section 6 of the Intercreditor Agreement with respect to payments received by any Holder or the Collateral Agent and the provisions providing for foreclosure, sales or other dispositions of assets, subordination and standstill, waiver of rights, release of liens and insolvency proceedings) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) to enter into and perform the duties its obligations and exercise its rights under the rights, powers Collateral Documents and discretions that are specifically given to it under the Intercreditor Agreement or the other documents in accordance therewith and to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute bind each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed Holder thereto by the Security Agent on its behalfCollateral Agent’s entering into or otherwise becoming bound thereby. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Documents, including Collateral Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of the First Priority Lien Obligations, all the Holders Holders, the Collateral Agent and the TrusteeTrustee in accordance with their interest as provided in the Intercreditor Agreement, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified by and limited in all respects by the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreement and actions that may be taken thereunder. (e) Subject to The Trustee and each Holder, by accepting the terms of this Indenture Notes and the Security DocumentsNote Guarantees, acknowledges that the holders from time to time of the First Priority Lien Obligations (i) are extending credit from time to time to the Company and the Guarantors shall have Subsidiaries in reliance upon the right to remain in possession and retain exclusive control provisions of the Collateral securing Intercreditor Agreement and this Section 11.01 and (ii) are intended to be third party beneficiaries of this Section 11.01. No amendment or modification of the Notes, provisions of this Section 11.01 shall be effective against the holders from time to freely operate time of the Collateral and to collect, invest and dispose First Priority Lien Obligations without the prior written consent of any income therefromsuch holders.

The Collateral. (a) Except as provided for in Section 4.184.24, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees (other than the Parent Guarantee) thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, and the Notes, Notes and the Note Guarantees (other than the Parent Guarantee) and the Security Collateral Documents, shall be secured by Liens, subject to Permitted Liens, as provided in the Security Collateral Documents which the Company and the GuarantorsNote Guarantors (other than the Parent), as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture Indenture, the Collateral Documents and the Security Documents, including the Intercreditor AgreementDeeds. (b) The Company and the Note Guarantors hereby agree that the Security Agent Trustee shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including Collateral Documents and the Intercreditor Agreement, Deeds and the Security Agent Trustee and the Trustee are is hereby authorized to execute and deliver the Security Documents, including Collateral Documents and the Intercreditor Agreement and Deeds (including any other agreements, deeds or other documents in relation thereto, ) on behalf of all of the Holders. (c) Each Holder, by its acceptance of any Notes and the Note GuaranteesGuarantees thereof, and the Trustee, by entering into this Indenture, consents and agrees to and accepts the terms of the Security Documents, including Collateral Documents and the Intercreditor Agreement, Deeds as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Agent Trustee to: (1A) perform the duties and exercise the rights, powers rights power and discretions discretion that are specifically given to it under the Collateral Documents and the Intercreditor Agreement or the other documents to which the Security Agent is a party, Deeds together with any other incidental rights, power and discretions; and (2B) execute each Security Collateral Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent Trustee on its behalf. (d) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Documents, including Collateral Documents and the Intercreditor AgreementDeeds, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents and the Intercreditor Agreement, Deeds and actions that may be taken thereunder. (e) The Company shall procure that each of the Note Guarantors shall provide the Liens, subject to Permitted Liens, pursuant to the Collateral Documents and the Intercreditor Deeds within 10 days of the Closing Date; provided that Note Guarantors representing at least 50% of the EBITDA of the Company and the Restricted Subsidiaries on a combined basis for the fiscal year ended December 31, 2009 shall have granted Liens on their assets to secure payment of the Notes on or before the Closing Date. (f) Subject to the terms of this Indenture and the Security Collateral Documents, the Company Issuer and the Note Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note Guarantees obligations of the Company set forth in Section 7.6 and Section 8.6 herein, and the Security Notes and the Subsidiary Guarantees thereof and the Collateral Documents, shall be secured by Liens, subject to Permitted Liens, Liens as provided in the Security Collateral Documents which the Company and the Subsidiary Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture and the Security Collateral Documents, including the Intercreditor Agreement. (b) The Company and the Subsidiary Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including the Intercreditor Agreement, Collateral Documents and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Collateral Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this IndentureSubsidiary Guarantees thereof, consents and agrees to and accepts the terms of the Security DocumentsCollateral Documents (including, including without limitation, the Intercreditor Agreement, provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise the rights, powers and discretions that are specifically given to it its rights under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfCollateral Documents in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Collateral Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Intercreditor Agreement, Collateral Documents and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except The Issuers and the Guarantors hereby appoint Wilmington Trust, National Association to act as provided for Collateral Trustee, and each Holder, by its acceptance of any Notes and the Subsidiary Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Trustee shall have the privileges, powers and immunities as set forth in Section 4.18this Indenture and the Security Documents. From and after the date hereof, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note obligations of the Issuers and the Guarantors set forth in Sections 7.07 and 8.05 hereof, and the Notes and the Subsidiary Guarantees thereof and the Security Documents, shall be secured by Liens, subject first priority Liens and security interests on the Collateral as and to Permitted Liens, as the extent provided in the Security Documents Documents, which the Company Issuers and the Guarantors, as the case may be, have entered into on or prior to or simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including . The Collateral will also secure the Issuers’ and the Guarantors’ Obligations under the Pari Passu Lien Hedge Agreements and any other Pari Passu Notes Lien Indebtedness as provided in the Collateral Trust and Intercreditor Agreement. (b) . The Company Issuers and the Guarantors hereby agree that the Security Agent Collateral Trustee shall hold and administer the Collateral in trust on behalf of and for the benefit of all of the Holders Holders, the Trustee and the Collateral Trustee, in each case pursuant to the terms of the Security Documents, including the Intercreditor Agreement, and the Security Agent and Collateral Trustee and, as applicable, the Trustee are hereby directed and authorized to execute and deliver the Security DocumentsAgreement, including the Collateral Trust and Intercreditor Agreement and any the other agreements, deeds or other documents in relation thereto, on behalf of all the Holdersapplicable Security Documents. (cb) Each Holder, by its acceptance of any Notes and the Note GuaranteesSubsidiary Guarantees thereof, and the Trustee, by entering into this Indenture, irrevocably consents and agrees to and accepts the terms of the Collateral Trust and Intercreditor Agreement and the other Security DocumentsDocuments (including, including without limitation, the Intercreditor Agreement, provisions providing for foreclosure and release of Collateral) as the same may be in effect or as may be amended from time to time in accordance with their terms terms, agrees to the appointment of the Collateral Trustee and irrevocably authorizes and directs the Security Agent to: (1) Collateral Trustee to perform the duties its obligations and exercise the its rights, powers and discretions that are specifically given to it under the Collateral Trust and Intercreditor Agreement or and the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfDocuments in accordance therewith. (dc) The Trustee, the Collateral Trustee and each Holder, by accepting the Notes and the Note GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Collateral Trust and Intercreditor Agreement and the other Security Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Trustee and the TrusteeTrustee and the holders of the Pari Passu Lien Hedge Agreements and any future Pari Passu Notes Lien Indebtedness, and that the Lien of this Indenture and the Security Documents in respect of the Trustee, the Collateral Trustee and the Holders and the holders of the Pari Passu Lien Hedge Agreements and any future Pari Passu Notes Lien Indebtedness is subject to and qualified and limited in all respects by the Collateral Trust and Intercreditor Agreement and the other Security Documents, including the Intercreditor Agreement, Documents and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Subsidiary Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note Guarantees obligations of the Company set forth in Section 7.6 and Section 8.6 herein, and the Security Notes and the Subsidiary Guarantees thereof and the Collateral Documents, shall be secured by Liens, subject to Permitted Liens, Liens as provided in the Security Collateral Documents which the Company and the Subsidiary Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including the Intercreditor AgreementIndenture. (b) The Company and the Subsidiary Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all the Holders and the TrusteeSecured Parties, in each case pursuant to the terms of the Security Documents, including Collateral Documents and the Intercreditor Agreement, and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents, including Collateral Documents and the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersAgreement. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this IndentureSubsidiary Guarantees thereof, consents and agrees to and accepts the terms of the Security DocumentsCollateral Documents (including, including without limitation, the provisions providing for foreclosure) and the Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms terms, and irrevocably authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise its rights under the rights, powers Collateral Documents and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfin accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Collateral Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the TrusteeSecured Parties, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except U.S. Bank National Association is appointed to act as provided for the initial trustee of the collateral (in Section 4.18such capacity, the “Collateral Trustee”), and the Collateral Trustee shall have the privileges, powers and immunities as set forth herein and in the Security Documents. The due and punctual payment of the principal of, of (and premium, if any, on) and interest on the Notes and the Note Guarantees when and as the same shall be become due and payable, whether on an interest payment dateInterest Payment Date, at maturitythe Stated Maturity, by declaration of acceleration, repurchase, call for redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations of the Subsidiary Guarantors under this Indenture, the Notes, the Note Guarantees and the Security Documents, according to the terms hereunder or thereunder, shall be secured by a first-priority Lien (collectively, the “Note Liens, subject to Permitted Liens, ”) in the Collateral as provided in the Security Documents to which the Company and the Guarantors, as the case may be, have Subsidiary Guarantors has entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by all of the Collateral pledged pursuant thereto and pursuant to any Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including the Intercreditor Agreement. (b) Indenture. The Company and the Subsidiary Guarantors hereby agree that the Security Agent Collateral Trustee shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of this Indenture and the Security Documents, including the Intercreditor Agreement, and the Security Agent and the Collateral Trustee are is hereby authorized to execute and deliver the Security Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this Indenture, consents and agrees to and accepts the terms of the Security Documents, including the Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Agent to: (1) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalf. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Intercreditor Agreement, and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations of the Issuer and the Guarantors under this Indenture, and the Notes, the Note Guarantees Notes and the Security Documents, shall be secured by Liensfirst-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Documents which the Company Issuer and the Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by pursuant to all Security Documents hereafter delivered as required or permitted by this Indenture Indenture, the Security Documents and the Security Documents, including the Intercreditor AgreementAgreements. (b) The Company Issuer and the Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for its benefit and for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including Documents and the Intercreditor AgreementAgreements, and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents, including Documents and the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersAgreements. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this IndentureNotes, consents and agrees to and accepts the terms of Section 13.05 hereof, the Security Documents, Documents and the Intercreditor Agreements (including the Intercreditor Agreement, provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise the rights, powers and discretions that are specifically given to it its rights under the Security Documents and the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfAgreements in accordance therewith. (d) The Collateral Agent, the Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges acknowledge that, as more fully set forth in the Security Documents, including Documents and the Intercreditor AgreementAgreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Collateral Agent, the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Documents and the Intercreditor Agreement, Agreements and actions that may be taken thereunder. (e) Subject It is understood and agreed that prior to the repayment in full of the obligations under the Term Loan Facility, to the extent the Term Loan Facility Agent is satisfied with or agrees to any deliveries of or other arrangements with respect to any pledged Collateral, the Noteholder Secured Parties shall be deemed to be satisfied with such arrangements. So long as the Pari Passu Intercreditor Agreement is in effect and prior to the repayment in full of the obligations under the Term Loan Facility, (A) the Issuer or any Guarantor may satisfy its obligations to deliver or make arrangements with respect to such pledged Collateral to the Collateral Agent by delivering to, or making arrangements with respect to such pledged Collateral satisfactory to the Term Loan Facility Agent and (B) if the Term Loan Facility Agent grants an extension of time pursuant to a provision in any security document relating to the Credit Agreement that is substantially similar to the corresponding provisions of the Security Documents or exercises its discretion under the Credit Agreement to determine that any Subsidiary of the Issuer shall be excluded from the requirements of the “Collateral and Guarantee Requirement” or that any property shall be an “Excluded Asset” (in each case as defined in the Credit Agreement), the Noteholder Secured Parties shall automatically be deemed to accept such extension or other determination hereunder and under the Security Documents and the Collateral Agent shall, upon delivery of an Officer’s Certificate and Opinion of counsel, execute any documentation reasonably requested of it in connection therewith. The Issuer shall provide written notice (which may be by email) to the Collateral Agent of any extension or other determination made by the Term Loan Facility Agent which shall be binding upon the Collateral Agent. In addition, as long as the ABL Intercreditor Agreement is in effect and prior to the repayment in full of the obligations under the ABL Facility, (A) the Issuer or any Guarantor may satisfy its obligations to deliver or make arrangements with respect to pledged ABL Priority Collateral to the Collateral Agent by delivering to, or making arrangements with respect to such pledged ABL Priority Collateral satisfactory to the ABL Collateral Agent and (B) if the ABL Collateral Agent grants an extension of time pursuant to a provision in the security documents relating to the ABL Priority Collateral that is substantially similar to the corresponding provisions of the Security Documents or exercises its discretion under the ABL Facility to determine that any Subsidiary of the Issuer shall be excluded from the requirements to provide ABL Priority Collateral or that any property otherwise constituting ABL Priority Collateral shall be an “Excluded Asset” or any comparable provision (in each case as defined in the ABL Facility), the Noteholder Secured Parties shall automatically be deemed to accept such extension or other determination hereunder and under the Security Documents, and the Collateral Agent shall, upon delivery of an Officer’s Certificate and an Opinion of Counsel, execute any documentation reasonably requested of it in connection therewith. The Issuer shall provide written notice (which may be by email) to the Collateral Agent of any extension or other determination made by the ABL Collateral Agent which shall be binding upon the Collateral Agent in accordance with the terms of this Indenture and the Security Documents. (f) Notwithstanding the foregoing, the Company and the Guarantors shall have the right to remain security interests in possession and retain exclusive control of the Collateral securing the NotesNotes will not be required to be in place on the Issue Date and may not be perfected on such date, but the Issuer shall use commercially reasonable efforts to complete all filings and other similar actions required in connection with the perfection of security interests in the Collateral no later than 120 days after the Issue Date or as promptly as reasonably practicable thereafter. (g) Notwithstanding anything to the contrary herein or in any Security Document, (x) prior to the discharge of the Credit Agreement Obligations (as defined in the Pari Passu Intercreditor Agreement), no actions shall be required to pledge, grant and perfect security interests in the Collateral pursuant to this Indenture or the Security Documents except those actions of the type required to pledge, grant and perfect the security interests in the Collateral pursuant to the Term Loan Facility (for the avoidance of doubt, giving effect to amendments, waivers, modifications and consents thereto), and no additional actions to pledge, grant and perfect security interests in the Collateral shall be required with respect to the Notes pursuant to this Indenture or the Security Documents and (y) for the avoidance of doubt, in addition to other exceptions and limitations described in the Security Documents, in no event shall (i) any actions be required with respect to assets located outside of the United States or in any non-United States jurisdiction or required under the laws of any non-U.S. jurisdiction, to freely operate create, maintain or perfect any security interest in any such assets, (ii) non-U.S. law security or pledge agreements, non-U.S. law mortgages or deeds or non-U.S. intellectual property filings or other agreements or actions under non-U.S. law for the purposes of perfecting the security interest in the Collateral be required hereunder or under the Security Documents, (iii) control agreements or other control or similar arrangements be required under this Indenture or the Security Documents with respect to deposit accounts, securities accounts, commodities accounts or other assets requiring perfection by control, (iv) any mortgages, landlord waivers, estoppels, collateral access letters or similar rights and agreements to collectthe foregoing be required under this Indenture or any Security Documents and (v) this Indenture or the Security Documents require perfection of a security interest in any motor vehicles and other assets subject to certificates of title or letter of credit rights (other than by filing a UCC financing statement, invest and dispose if applicable), or (vi) the Issuer or any Guarantor be required to grant a security interest in any asset or perfect a security interest in any Collateral to the extent the cost, burden, difficulty or consequence of any income therefromobtaining or perfecting a security interest therein outweighs the benefit of the security afforded thereby as determined in good faith by the Issuer (provided the Issuer makes the same determination in respect of the Term Loan Facility if it is outstanding).

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Subsidiary Guarantees thereof and performance of all other obligations Obligations under this Indenture, the Notesincluding, without limitation, the Note Obligations of the Issuer set forth in Section 7.07 herein, and the Notes and the Subsidiary Guarantees thereof and the Security Documents, shall be secured by LiensSecond-Priority Liens and security interests, on the Collateral (subject to Permitted Liens), as provided in the Security Documents which the Company TCEH and the Subsidiary Guarantors, as the case may be, have entered into on simultaneously with the execution of this Indenture or prior to the date hereof and shall be secured as provided by all Security Documents may hereafter delivered enter into as required or permitted by this Indenture Indenture, the Security Documents and the Intercreditor Agreement. All Security Documents, including Documents shall be subject to the terms of the Intercreditor Agreement. (b) The Company TCEH and the Subsidiary Guarantors hereby appoint the Collateral Agent to act as collateral agent under this Indenture, the Security Documents and the Intercreditor Agreement and agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of the Security Documents, including Documents and the Intercreditor Agreement, and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents, including Documents and the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersAgreement. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this IndentureSubsidiary Guarantees thereof, consents and agrees to and accepts the terms of the Security Documents, including Documents and the Intercreditor AgreementAgreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) to enter into and perform the duties its obligations and exercise its rights under the rights, powers Security Documents and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfin accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents, including Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Documents and the Intercreditor Agreement, Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except The Issuers and the Subsidiary Guarantors hereby appoint Deutsche Bank Trust Company Americas to act as provided for Collateral Agent, and each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Agent shall have the privileges, powers and immunities as set forth in Section 4.18this Indenture and the Security Documents. From and after the Issue Date, the due and punctual payment of the principal of, premiumpremium and Special Interest, if any, and interest on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the Notesobligations of the Issuers set forth in Section 7.7 and Section 8.5 herein, and the Notes and the Note Guarantees thereof and the Security Documents, shall be secured by Liens, (i) first-priority Liens and security interests on the Note Priority Collateral and (ii) second-priority Liens and security interests on the ABL Priority Collateral (in each case subject to Permitted Liens), as and to the extent provided in the Security Documents Documents, which the Company Issuers and the Subsidiary Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including . The Collateral will also secure the Issuers’ and the Subsidiary Guarantors’ Obligations under Pari Passu Notes Lien Indebtedness as provided in the Intercreditor Agreement. (b) Agreements. The Company Issuers and the Subsidiary Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust on behalf of and for the benefit of all of the Holders Holders, the Trustee and the TrusteeCollateral Agent, in each case pursuant to the terms of the Security Documents, including the Intercreditor Agreement, Documents and the Security Collateral Agent and the Trustee are hereby directed and authorized to execute and deliver the Security Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (cb) Each Holder, by its acceptance of any Notes and the Note GuaranteesGuarantees thereof, and the Trustee, by entering into this Indenture, irrevocably consents and agrees to and accepts the terms of the Security DocumentsDocuments (including, including without limitation, the Intercreditor Agreement, provisions providing for foreclosure and release of Collateral) as the same may be in effect or as may be amended from time to time in accordance with their terms terms, agrees to the appointment of the Collateral Agent and irrevocably authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise the its rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfDocuments in accordance therewith. (dc) The Trustee Trustee, the Collateral Agent and each Holder, by accepting the Notes and the Note GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Intercreditor Agreement, Documents and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees an all other Notes Obligations when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Company set forth in Section 7.7 and Section 8.5 herein, the Notes, the Note Guarantees and the Security Documents, Collateral Documents shall be secured by LiensLiens and security interests with the priority required by the Intercreditor Agreement, in each case subject to Permitted Liens, as provided in the Security Collateral Documents which that the Company and the Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture Indenture, the Collateral Documents and the Security Documents, including the Intercreditor Agreement. (b) The Company and the Guarantors hereby agree that the Security Notes Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the TrusteeNotes Secured Parties, in each case pursuant to the terms of the Security Collateral Documents, including the Intercreditor Agreement and any Junior Lien Intercreditor Agreement, and the Security Notes Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Collateral Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersJunior Lien Intercreditor Agreement. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this Indenture, consents and agrees to and accepts the terms of Section 11.9 hereof, the Security Collateral Documents, including the Intercreditor AgreementAgreement (including, without limitation, the provisions providing for foreclosure) and any Junior Lien Intercreditor Agreement as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Notes Collateral Agent to: (1) to perform the duties its obligations and exercise its rights under the rights, powers Collateral Documents and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfin accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Documents, including Collateral Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the Notesobligations of the Issuer set forth in Section 7.6 and Section 8.6 herein, and the Notes and the Note Guarantees thereof and the Security Collateral Documents, shall be secured by Liens, subject to Permitted Liens, Liens as provided in the Security Collateral Documents which the Company Issuer and the Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture and the Security Collateral Documents, including the Intercreditor Agreement. (b) The Company Issuer and the Guarantors hereby agree that the Security Notes Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the TrusteeNotes Secured Parties, in each case pursuant to the terms of the Security Documents, including the Intercreditor Agreement, Collateral Documents and the Security Notes Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Collateral Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this IndentureGuarantees thereof, consents and agrees to and accepts the terms of the Security DocumentsCollateral Documents and the Pari Passu Intercreditor Agreement (including, including without limitation, the Intercreditor Agreementprovisions providing for foreclosure), as the same may be in effect or as may be amended from time to time in accordance with their terms terms, and irrevocably authorizes and directs the Security Agent to: (1) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalf. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject Notes Collateral Agent to perform its obligations and qualified and limited in all respects by the Security Documents, including the Intercreditor Agreement, and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of exercise its rights under the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefromDocuments in accordance therewith.

The Collateral. (a) Except as provided for in Section 4.18, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture, the Notes, the Note Guarantees and the Security Documents, The Obligations shall be secured by Liensvalid and perfected first Liens on all inventory, accounts receivable, equipment and other goods of the Borrowers and the Guarantors (including, subject to Permitted Liensthe provisions of this Section 4.1, as provided in the Security Documents which the Company and all capital stock of the Guarantors), as together with all instruments, securities, chattel paper and intangibles of the case may be, have entered into on or prior to the date hereof and shall be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including the Intercreditor Agreement. (b) The Company Borrowers and the Guarantors hereby agree and all proceeds of the foregoing, provided however that unless and until the Security Agent shall hold and administer Required Lenders otherwise elect (i) the Collateral in trust for the benefit of all the Holders Borrowers and the TrusteeGuarantors shall not be required to note the Agent's Lien on any certificate of title issued for a vehicle or to perfect a Lien on fixtures or on inventory or equipment temporarily located at job sites outside of the jurisdiction where its chief executive office is located and (ii) no Guarantor, in each case pursuant the fair market value of whose assets aggregate less than $250,000 shall be required to grant Liens on its assets to the terms Agent, further provided that (i) Liens on those accounts receivable arising under contracts of the Security DocumentsGuarantors for which Seaboard Surety Company and/or its Affiliates or London Guarantee Insurance Company and/or its Affiliates or Reliance Insurance Company and/or its Affiliates have provided payment and/or performance bonds and on inventory and materials and equipment purchased for, including installed in, or allocated to any such contracts, may be subject to prior Liens in favor of Seaboard Surety Company and/or its Affiliates, London Guarantee Insurance Company and/or its Affiliates and Reliance Insurance Company and/or its Affiliates to secure obligations in connection with such payment and performance bonds, (ii) no Lien need be granted on any asset subject to a lien permitted by Section 7.11(e), (i), (j), (k), (l) (as to Liens on fixed assets only), (m) or (n) (insofar as (n) relates to the Intercreditor Agreementextension, renewal or replacement of a Lien permitted by the subsections of Section 7.11 identified in this clause (ii)), or (o), (iii) no Lien need be granted on the capital stock of an Unrestricted Subsidiary or on the capital stock or assets of Designated Foreign Restricted Subsidiaries, (iv) Liens need not be granted on the stock of the Canadian Subsidiaries or Drake & ▇▇▇▇▇ Engineering (North) Ltd. or Drake & ▇▇▇▇▇ Engineering (South) Ltd., and the Security Agent Canadian Subsidiaries and Drake & ▇▇▇▇▇ Engineering (North) Ltd. and Drake & ▇▇▇▇▇ Engineering (South) Ltd. need not ▇▇▇▇▇ ▇ ▇▇▇▇ on their assets prior to February 28, 1999 and the Trustee are hereby authorized Liens so granted on the assets of the Canadian Subsidiaries may be subject to execute Liens permitted by Section 7.11(f) hereof, (vi) no Liens need be granted on real property unless and deliver until the Security DocumentsRequired Lenders so require, including the Intercreditor Agreement and any other agreements(vii) Liens granted may be subject to Liens permitted by clauses (a), deeds or other documents in relation thereto(b), on behalf of all the Holders. (c) Each Holderand (h) of Section 7.11 hereof, (viii) Liens need not be perfected on notes receivable having a fair value of less than $1,000,000 in any instance and $5,000,000 in the aggregate or on bonds or notes of the City of New York pledged to the City of New York in lieu of retainage and (ix) Liens need not be perfected on equity securities (other than capital stock of Restricted Subsidiaries required to be pledged by its acceptance the other provisions of this Section 4.1) having a fair value of less than $1,000,000 in any Notes instance and $5,000,000 in the Note Guaranteesaggregate. The Borrowers agree that they will, and will cause the TrusteeGuarantors to, by entering into this Indenture, consents and agrees to and accepts the terms of the Security Documents, including the Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs at the Security request of the Agent to: (1) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or the other Required Lenders execute and deliver such documents and do such acts and things as the Agent or the Required Lenders may reasonably request in order to which provide for or perfect such Liens on the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfCollateral. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Intercreditor Agreement, and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, Additional Amounts, if any, and interest (including Additional Interest) on the Notes and the Note Subsidiary Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Subsidiary Guarantees thereof and performance of all other obligations Obligations under this Indenture, the Notes, the Note Guarantees Indenture and the Security Notes and the Subsidiary Guarantees thereof and the Collateral Documents, shall be secured by Liens(i) first-priority Liens and security interests on the First Priority Collateral and (ii) second-priority Liens and security interests on the Second Priority Collateral, in each case subject to Permitted Liens, as provided in the Security Collateral Documents which the Company and the Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by pursuant to all Security Collateral Documents hereafter delivered as required or permitted by this Indenture Indenture, the Collateral Documents and the Security Documents, including the Intercreditor Agreement. (b) . The Company and the Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreement and the Security Collateral Agent and the Trustee are is hereby authorized and directed to execute and deliver the Security Documents, including Collateral Documents and the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Agreement. Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this IndentureSubsidiary Guarantees thereof, consents and agrees to and accepts the terms of the Security Documents, including Collateral Documents and the Intercreditor AgreementAgreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise the rights, powers and discretions that are specifically given to it its rights under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalf. (d) Collateral Documents in accordance therewith. The Trustee and each Holder, by accepting the Notes and the Note GuaranteesSubsidiary Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents, including Collateral Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Collateral Documents and the Intercreditor Agreement, Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture, the Notes, the Note Guarantees and the Security Documents, shall be secured by Liens, subject to Permitted Liens, as provided in the Security Documents which the Company Company, the Issuer and the Guarantors, as the case may be, have entered into on or prior to the date hereof and shall be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including the Intercreditor AgreementAgreements. (b) The Company and the Guarantors hereby agree that the Security Agent shall hold and administer the Collateral in trust for the benefit of all the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including the Intercreditor AgreementAgreements, and the Security Agent and the Trustee are hereby authorized to execute and deliver the Security Documents, including the Intercreditor Agreement Agreements and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this Indenture, consents and agrees to and accepts the terms of the Security Documents, including the Intercreditor AgreementAgreements, as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Agent to: (1) perform the duties and exercise the rights, powers power and discretions discretion that are specifically given to it under the Security Documents, including the Intercreditor Agreement or the other documents to which the Security Agent is a partyAgreements, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalf. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Documents, including the Intercreditor AgreementAgreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Intercreditor AgreementAgreements, and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company Issuer and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, interest and interest Additional Amounts, if any, on the Notes Securities and the Note Guarantees Guaranties thereof when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes Securities and the Note Guarantees Guaranties thereof and performance of all other obligations under this Indenture, and the Notes, Securities and the Note Guarantees Guaranties thereof and the Security Documents, shall be secured by Liens, second-priority Liens (having an equal priority with the Liens securing the Cash Pay Second Lien Securities) and security interests subject to Permitted Liens, as provided in this Indenture and the Security Documents which the Company Issuers and the Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and Indenture, the Security Documents, including the Intercreditor Agreement and the Second Lien Intercreditor Agreement. (b) . The Company Issuers and the Guarantors hereby agree that the Security Collateral Agent or the Trustee, as the case may be, shall hold and administer the Collateral in trust for the benefit of all of the Holders Holders, the Trustee and the TrusteeCollateral Agent, in each case pursuant to the terms of the Security Documents, including the Intercreditor Agreement, and the Security Collateral Agent and the Trustee are hereby authorized to execute and deliver the relevant Security Documents. Simultaneously with the execution of this Indenture, including the Intercreditor Agreement Issuers will deliver to the Collateral Agent a perfection certificate regarding the Collateral in the form and any other agreements, deeds or other documents in relation thereto, on behalf of all substance reasonably satisfactory to the Required Holders. (cb) Each Holder, by its acceptance of any Notes Securities and the Note Guarantees, and the Trustee, by entering into this IndentureGuaranties thereof, consents and agrees to and accepts the terms of the Security Documents, including the Intercreditor AgreementAgreement and the Second Lien Intercreditor Agreement (including, without limitation, the respective provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Collateral Agent and/or the Trustee, as the case may be, to enter into the Security Agent to: Documents (1) perform including landlord consents, letter agreements with counterparties to service agreements relating to the duties Obligors’ servers, Account Control Agreements and exercise the rightsletter agreements with counter parties to Obligors’ credit card processing agreements), powers and discretions that are specifically given to it under the Intercreditor Agreement or and the other documents Second Lien Intercreditor Agreement and to which perform its obligations and exercise its rights under the Security Agent is a partyDocuments, together with any other incidental rights, power the Intercreditor Agreement and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfSecond Lien Intercreditor Agreement in accordance therewith. (dc) The Trustee and each Each Holder, by accepting the Notes Securities and the Note GuaranteesGuaranties thereof, acknowledges that, as more fully set forth in the Security Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Trustee and the TrusteeCollateral Agent as provided in the relevant Security Documents, and that the Lien of this Indenture and the Security Documents in respect of the Trustee Trustee, the Collateral Agent and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Intercreditor Agreement, Documents and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18From and after the Issue Date, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations of the Company and the Guarantors under this Indenture, and the Notes, the Note Guarantees Notes and the Security Documents, shall be secured by Liens, subject to Permitted Liens, as provided in the Security Documents (upon the entry into such documents), which will define the Company and terms of the GuarantorsLiens that secure the Notes Obligations, as the case may be, have entered into on or prior subject to the date hereof and shall be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including terms of the Intercreditor Agreement. (b) Agreements. The Company and the Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for its benefit and for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including Documents and the Intercreditor AgreementAgreements, and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents, including Documents and the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Agreements. Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this IndentureNotes, consents and agrees to and accepts the terms of the Security Documents, Documents and the Intercreditor Agreements (including the Intercreditor Agreementprovisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably this Indenture and the Intercreditor Agreements, and authorizes and directs each of the Trustee and the Collateral Agent, as applicable, to enter into the Security Agent to: (1) Documents and the Intercreditor Agreements on the Issue Date, and at any time after the Issue Date, and to perform the duties its respective obligations and exercise its respective rights thereunder in accordance therewith. The Collateral Agent, the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalf. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Documents, including Documents and the Intercreditor AgreementAgreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Collateral Agent, the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Documents and the Intercreditor Agreement, Agreements and actions that may be taken thereunder. (e) Subject . From and after the Issue Date, subject to the terms of this Indenture and limitations set forth in the Security Documents, the Company and each of the Guarantors shall have will execute, deliver and file, if applicable any and all documents, financing statements, financing change statements, registrations, agreements and instruments, and take all action that may be reasonably required under applicable law (including the right filing of continuation financing statements and amendments to remain financing statements or equivalent Canadian financing statements or registrations), or that the Collateral Agent may reasonably request, in possession order to grant, preserve, protect and retain exclusive control perfect the validity and priority of the Collateral securing Liens created or intended to be created by the NotesSecurity Documents in the Collateral, subject to freely operate the terms of the Intercreditor Agreements. So long as the Pari Passu Intercreditor Agreement is in effect and prior to the repayment in full of the New Credit Agreement Obligations, if the New Credit Agreement Agent grants an extension of time pursuant to a provision in the New Credit Agreement that is substantially similar to the corresponding provisions of the definition of “Excluded Assets” or exercises its discretion under the New Credit Agreement to determine that any Subsidiary of the Company shall be excluded from any of the requirements of the New Credit Agreement requiring a Subsidiary to become a Guarantor, or that any property shall be excluded from the Collateral by falling within the definition of “Excluded Asset” (as defined in the New Credit Agreement) or otherwise excluded from the Collateral, or that any action is not required to be taken to perfect a security interest in such property (or any applicable deadline will be extended), the Collateral Agent shall automatically be deemed to accept such determination under this Indenture and the Security Documents with respect to collectthe Notes Obligations and shall execute any documentation requested by the Company, invest in connection therewith, in each case, other than pursuant to a repayment or refinancing of the New Credit Agreement. The Company shall provide written notice (which may be by e-mail) to the Collateral Agent certifying as to any such determination made by the New Credit Agreement Agent which shall be binding upon the Collateral Agent in accordance with the terms of this Indenture and dispose of any income therefromsuch Security Documents.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note obligations of the Issuer set forth in Section 7.6 and Section 8.6 herein, and the Notes and the Guarantees thereof and the Security Documents, shall be secured by Liens, subject to Permitted Liens, Liens as provided in the Security Documents which the Company Issuer and the Subsidiary Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including the Intercreditor AgreementIndenture. (b) The Company Issuer and the Subsidiary Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of this Indenture, the Intercreditor Agreement and the Security Documents, including the Intercreditor Agreement, and the Security Collateral Agent and the Trustee are is hereby authorized and directed to execute and deliver the Security Documents, including Documents and the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersAgreement. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this IndentureGuarantees thereof, consents and agrees to and accepts the terms of the Security DocumentsDocuments (including, including without limitation, the provisions providing for foreclosure) and the Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Agent to: (1) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfterms. (d) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Documents and the Intercreditor Agreement, Agreement and actions that may be taken thereunder. . The Issuer shall, and shall cause the Guarantors to, and each Guarantor shall, make all filings (eincluding filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) Subject or recordings and take all other actions as are necessary or required by the Security Documents to maintain (at the terms sole cost and expense of this Indenture the Company and its Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents, the Company and the Guarantors shall have the right ) as a perfected first priority security interest subject only to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefromPermitted Liens.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture, the Notesincluding, the Note obligations of the Company set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Guarantees and the Security Collateral Documents, shall be secured by LiensLiens on and security interests in the Notes Collateral and the ABL Collateral, in each case with the priority set forth in the Intercreditor Agreements and subject to Permitted Liens, as provided in the Security Collateral Documents which the Company and the Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture and the Security Collateral Documents. All property of the Company and the Guarantors owned on the Issue Date (other than Excluded Property) shall be pledged as Collateral pursuant to the Collateral Documents on the Issue Date, and perfected with the priority intended to be granted thereby, subject, in the case of the Post-Closing Collateral Documents, including to the Intercreditor Agreementprovisions of Section 11.05. (b) The Company and the Guarantors hereby agree that the Security Notes Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Collateral Documents, including the Intercreditor Agreement, and the Security Notes Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Collateral Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this Indenture, consents and agrees to and accepts the terms of Section 11.09 and the Security DocumentsCollateral Documents (including, including the Intercreditor Agreementprovisions providing for the possession, use, release and foreclosure of Collateral) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Trustee and the Notes Collateral Agent to: (1) to perform the duties its obligations and exercise its rights under this Indenture and the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfCollateral Documents in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Collateral Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Intercreditor Agreement, Collateral Documents and actions that may be taken thereunder. (e) Subject The Company shall, and shall cause each of the Grantors to, at the Company’s sole cost and expense, take or cause to be taken such actions as may be required by the Collateral Documents, to perfect, maintain (with the priority required under the Collateral Documents), preserve and protect the valid and enforceable, perfected (except as expressly provided herein or therein) security interests in and on all the Collateral granted by the Collateral Documents in favor of the Notes Collateral Agent as security for the Second Lien Notes Obligations, superior to and prior to the terms rights of all third Persons (other than as set forth in the Intercreditor Agreements and other than to the extent permitted or not prohibited under this Indenture with respect to Permitted Liens), and subject to no other Liens (other than Permitted Liens), including (i) the filing of financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and protect fully the rights of the Holders, the Notes Collateral Agent, and the Trustee under this Indenture and the Security DocumentsCollateral Documents to all property comprising the Collateral, and (ii) the delivery of the certificates evidencing the securities pledged under any Collateral Document, duly endorsed in blank or accompanied by undated stock powers or other instruments of transfer executed in blank. The Company shall from time to time promptly pay all financing and continuation statement recording and/or filing fees, charges and recording and similar taxes relating to the Indenture, the Company Collateral Documents and the Guarantors shall have the right to remain in possession any amendments hereto or thereto and retain exclusive control any other instruments of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefromfurther assurance required pursuant hereto or thereto.

The Collateral. (a) Except as provided for in Section 4.18, the due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture, the Notes, the Note Guarantees and the Security Documents, The Obligations shall be secured by Liensvalid and perfected first liens on the inventory, accounts receivable, contract rights (including rights under the Acquisition Agreement) or proceeds thereof, notes receivable, general intangibles (including rights in and to bank and other depository accounts except that the Borrower and the Guarantors need not take any steps to perfect a lien on accounts maintained in proximity to its operations for the purpose of paying amounts owing (as opposed to receiving collections) provided that the total balance on deposit in such accounts shall not exceed $250,000), fixtures, furniture, equipment (other than aircraft and vehicles covered by a certificate of title law), Timberland (provided that the Timberland which is the subject of the Frontier Stumpage Contract will be subject to Permitted Liens, as provided in the Security Documents which rights of Frontier and its successors and assigns thereunder) and other land of the Company Borrower and the Guarantors, by the capital stock or other equity interests in the Subsidiaries owned by the Borrower, by the rights of STT II in the escrow referred to in Section 3.4(b)(v) hereof and by all equity interests in the Borrower and STP II, in each instance whether now owned or hereafter acquired (collectively the "Collateral"), and the Borrower and the Guarantors agree that they will from time to time at the request of the Administrative Agent or the Required Lenders execute and deliver and cause to be executed and delivered such documents and do such acts and things as the case Administrative Agent or Required Lenders may bereasonably request in order to provide for or perfect such liens. The foregoing to the contrary notwithstanding, have entered into (i) unless and until an Event of Default has occurred and is continuing the Borrower need not deliver any note receivable to the Administrative Agent which has a principal balance of $1,000,000 or less, (ii) the Administrative Agent's liens on the equity interests in the Borrower and STP II shall be subordinate to a lien thereon securing the Bridge Loan and (iii) the Collateral shall not include the Transferred Assets. The Borrower and the Guarantors agree to promptly, but in any event within 30 days of the date hereof, make such arrangements as shall be necessary or prior appropriate to assure that all proceeds of the Collateral are deposited (in the same form as received) in accounts maintained with, or under the dominion and control of, the Administrative Agent, such accounts to constitute special restricted accounts, the Borrower and the Guarantors acknowledging that the Administrative Agent has (and is hereby granted) a first priority lien on such accounts and all funds contained therein to secure the Obligations. If and to the extent that proceeds are deposited in accounts maintained with financial institutions other than the Administrative Agent, it shall be a condition to the Borrower's and the Guarantors' right to so effect such deposits more than 30 days after the date hereof that the banks of account have delivered to the Administrative Agent letters satisfactory to the Administrative Agent in form and shall substance pursuant to which such banks of account acknowledge the Administrative Agent's lien thereon, waive any right of offset or bankers' liens thereon (other than with respect to account maintenance charges and returned items) and that collected amounts on deposit in such accounts will only be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture transferred to the Administrative Agent from and after notice from the Security Documents, including Administrative Agent to that effect. The Lenders agree with the Intercreditor Agreement. (b) The Company Borrower and the Guarantors hereby agree that if and so long as no Event of Default has occurred or is continuing hereunder, amounts on deposit in the Security accounts maintained with the Administrative Agent shall hold and administer the Collateral in trust for the benefit of all the Holders and the Trustee, in each case pursuant will (subject to the terms rules and regulations of the Security Documents, including the Intercreditor Agreement, and the Security Administrative Agent and the Trustee are hereby authorized to execute and deliver the Security Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this Indenture, consents and agrees to and accepts the terms of the Security Documents, including the Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Agent to: (1effect applicable to demand deposit accounts) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalf. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including the Intercreditor Agreement, and actions that may be taken thereunder. (e) Subject made available to the terms of this Indenture and the Security Documents, the Company Borrower and the Guarantors shall have for use in the right conduct of their businesses and the Administrative Agent will give no notice to remain other banks of account pursuant to the immediately preceding sentence. Upon the occurrence of an Event of Default, the Administrative Agent may apply the funds on deposit in possession and retain exclusive control of such accounts to the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefromObligations.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note Guarantees obligations of the Company set forth in Section 7.6 and Section 8.6 herein, and the Security Notes and the Guarantees thereof and the Collateral Documents, shall be secured by Liens, subject to Permitted Liens, Liens as provided in the Security Collateral Documents which Parent, the Company and the Subsidiary Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall be secured as provided by all Security Collateral Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including the Intercreditor AgreementIndenture. (b) The Parent, the Company and the Subsidiary Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of the Security Collateral Documents, including the Intercreditor Agreement, and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Collateral Documents, including the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the Holders. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this IndentureGuarantees thereof, consents and agrees to and accepts the terms of the Security DocumentsCollateral Documents (including, including without limitation, the provisions providing for foreclosure) and the Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms terms, and irrevocably authorizes and directs the Security Junior Lien Collateral Agent to: (1) to perform the duties its obligations and exercise its rights under the rights, powers Collateral Documents and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfin accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Collateral Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Collateral Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Collateral Documents, including and the Intercreditor Agreement, Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations Obligations under this Indenture, the Notesincluding, without limitation, the Note Obligations of the Issuer set forth in Section 7.07 herein, and the Notes and the Guarantees thereof and the Security Documents, shall be secured by First-Priority Liens, on the Collateral (subject to Permitted Liens), as provided in the Security Documents which the Company TCEH and the Guarantors, as the case may be, have entered into on simultaneously with the execution of this Indenture or prior to the date hereof and shall be secured as provided by all Security Documents may hereafter delivered enter into as required or permitted by this Indenture Indenture, the Security Documents and the First Lien Intercreditor Agreement. All Security Documents, including Documents shall be subject to the terms of the First Lien Intercreditor Agreement. (b) The Company TCEH and the Guarantors hereby appoint the Collateral Agent to act as collateral agent under this Indenture, the Security Documents and the First Lien Intercreditor Agreement and agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of the Security Documents, including Documents and the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement, and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver any Security Documents that are required in connection with the Security Documents, including the Intercreditor Agreement Notes and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersGuarantees. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this IndentureGuarantees thereof, consents and agrees to and accepts the terms of the Security Documents, including and the First Lien Intercreditor AgreementAgreement and the Second Lien Intercreditor Agreement (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) to enter into, as applicable, and perform the duties its obligations and exercise the rights, powers and discretions that are specifically given to it its rights under the Security Documents, and the First Lien Intercreditor Agreement or and the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfSecond Lien Intercreditor Agreement in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Documents, including and the First Lien Intercreditor Agreement and the Second Lien Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including and the First Lien Intercreditor Agreement, Agreement and the Second Lien Intercreditor Agreement and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawfulpermitted by law), if any, on the Notes and the Note Guarantees and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note obligations of the Issuer set forth in Section 7.07 and Section 8.05 herein, and the Notes and the Guarantees and the Security Documents, shall be secured by Liensfirst-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Documents which the Company Issuer and the Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall will be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture Indenture, the Security Documents and the Security Documents, including the Intercreditor AgreementAgreements. (b) The Company Issuer and the Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders and the Trustee, in each case pursuant to the terms of the Security Documents, including Documents and the Intercreditor AgreementAgreements, and the Security Collateral Agent and the Trustee are is hereby authorized to execute and deliver the Security Documents, including Documents and the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersAgreements. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this Indenture, consents and agrees to and accepts the terms of Section 11.09 hereof, the Security Documents, including Documents and the Intercreditor AgreementAgreements (including, without limitation, the provisions providing for foreclosure) as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Collateral Agent to: (1) to perform the duties its obligations and exercise the rights, powers and discretions that are specifically given to it its rights under the Security Documents and the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfAgreements in accordance therewith. (d) The Trustee and each Holder, by accepting the Notes and the Note Guarantees, acknowledges that, as more fully set forth in the Security Documents, including Documents and the Intercreditor AgreementAgreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Documents and the Intercreditor Agreement, Agreements and actions that may be taken thereunder. (e) Subject to the terms of this Indenture and the Security Documents, the Company and the Guarantors shall have the right to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Collateral. (a) Except as provided for in Section 4.18, the The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Note Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, the Notesincluding, without limitation, the Note obligations of the Issuer set forth in Section 7.06 and Section 8.06 herein, and the Notes and the Guarantees thereof and the Security Documents, shall be secured by Liens, subject to Permitted Liens, Liens as provided in the Security Documents which the Company Issuer and the Guarantors, as the case may be, have entered into on or prior to simultaneously with the date hereof execution of this Indenture and shall be secured as provided by all Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents, including the Intercreditor AgreementIndenture. (b) The Company Issuer and the Guarantors hereby agree that the Security Collateral Agent shall hold and administer the Collateral in trust for the benefit of all of the Holders Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of this Indenture, the Intercreditor Agreement and the Security Documents, including the Intercreditor Agreement, and the Security Collateral Agent and the Trustee are is hereby authorized and directed to execute and deliver the Security Documents, including Documents and the Intercreditor Agreement and any other agreements, deeds or other documents in relation thereto, on behalf of all the HoldersAgreement. (c) Each Holder, by its acceptance of any Notes and the Note Guarantees, and the Trustee, by entering into this IndentureGuarantees thereof, consents and agrees to and accepts the terms of the Security DocumentsDocuments (including, including without limitation, the provisions providing for foreclosure) and the Intercreditor Agreement, as the same may be in effect or as may be amended from time to time in accordance with their terms and irrevocably authorizes and directs the Security Agent to: (1) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement or the other documents to which the Security Agent is a party, together with any other incidental rights, power and discretions; and (2) execute each Security Document, waiver, modification, amendment, renewal or replacement or any other document expressed to be executed by the Security Agent on its behalfterms. (d) The Trustee and each Holder, by accepting the Notes and the Note GuaranteesGuarantees thereof, acknowledges that, as more fully set forth in the Security Documents, including the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents, including Documents and the Intercreditor Agreement, Agreement and actions that may be taken thereunder. . The Issuer shall, and shall cause the Guarantors to, and each Guarantor shall, make all filings (eincluding filings of continuation statements and amendments to financing statements that may be necessary to continue the effectiveness of such financing statements) Subject or recordings and take all other actions as are necessary or required by the Security Documents to maintain (at the terms sole cost and expense of this Indenture the Company and its Subsidiaries) the security interest created by the Security Documents in the Collateral (other than with respect to any Collateral the security interest in which is not required to be perfected under the Security Documents, the Company and the Guarantors shall have the right ) as a perfected first priority security interest subject only to remain in possession and retain exclusive control of the Collateral securing the Notes, to freely operate the Collateral and to collect, invest and dispose of any income therefromPermitted Liens.