Common use of The Collateral Clause in Contracts

The Collateral. The due and punctual payment of the principal of, premium on, if any, and interest on the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes and performance of all other 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 and the Guarantees, shall be secured as provided in the Security Documents, which the Issuer and the Guarantors will enter into on the Effective Date and which define the terms of the Liens that secure the Secured Notes Obligations. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents, the Equal Priority Intercreditor Agreement and Junior Priority Intercreditor Agreement (including the provisions providing for the possession, use, release and foreclosure of Collateral), each as may be in effect or may be amended from time to time in accordance with their terms and the terms of this Indenture, and authorizes and directs the Notes Collateral Agent and/or the Trustee, as applicable, to enter into the Security Documents, any Junior Priority Intercreditor Agreement in respect of permitted Junior Priority Obligations and any the Equal Priority Intercreditor Agreement in respect of permitted Equal Priority Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. On or following the Effective Date, the Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary, proper, or as may be required by the Security Documents, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Effective Date, the Issuer and the Guarantors shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements and any filings with the Surface Transportation Board (as defined in the Security Agreement)), and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Collateral, subject to Permitted Liens.

The Collateral. (a) 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. The due and punctual payment of the principal of, premium onpremium, if any, and interest (including Additional Interest) on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium onof and interest (to the extent permitted by law), if any, and interest on the Notes and the Guarantees thereof and performance of all other Secured obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.7 and Section 8.5 herein, and the Notes Obligations of and the Guarantees thereof and the Security Documents, shall be secured by first-priority Liens and security interests on the Collateral (subject to Permitted Liens), as and to the extent provided in the Security Documents and will be secured 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 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 Holders or the Trustee and/or Notes Collateral Agent (as applicable), according to the terms of this Indenture, the Notes and the Guarantees, shall be secured as provided Security Agreement in the Security Documents, which the Issuer and the Guarantors will enter into on the Effective Date and which define the terms of the Liens that secure the Secured Notes Obligationsform provided therein. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to Under the terms of the Security Documents, the Equal Priority Intercreditor Agreement and Junior Priority Intercreditor Agreement 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 provisions providing for value of the possessionCollateral in a bankruptcy, useinsolvency, release and foreclosure reorganization or similar proceedings) shall be applied, after the payment of Collateral), each as may be in effect or may be amended from time all amounts due to time in accordance with their terms and the Collateral Agent under the terms of this Indenture, hereof and authorizes and directs the Notes Collateral Agent and/or the Trustee, as applicable, to enter into the Security Documents, first to repay the Indebtedness and other obligations under Credit Facilities (including any Junior Priority Intercreditor Agreement in Post-Petition Interest with respect of permitted Junior Priority thereto) incurred under Section 3.2(b)(1) hereof, Hedging Obligations with lenders under such Credit Facilities or their Affiliates and any the Equal Priority Intercreditor Agreement in respect of permitted Equal Priority Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. On or following the Effective DateCash Management Obligations (collectively, the Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary, proper, or as may be required by the Security Documents, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or “Priority Payment Lien Obligations”) before any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressedHolder receives any proceeds. On or following the Effective Date, the The Issuer and the Guarantors hereby agree that the Collateral Agent shall execute any hold the Collateral in trust for the benefit of all of the Holders and all further documentsthe Trustee, financing statements (including continuation statements and amendments in each case pursuant to financing statements), agreements and instruments, make all filings (including filings the terms of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements and any filings with the Surface Transportation Board (as defined in the Security Agreement)), Agreement and take all further action that may be required under applicable law in order the other Security Documents and the Collateral Agent and the Trustee are hereby directed and authorized to grant, preserve, maintain, protect execute and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by deliver the Security Documents in Agreement and the Collateral, subject to Permitted Liensother Security Documents.

The Collateral. (a) The Issuers and the Guarantors hereby appoint Wilmington Trust, National Association to act as Notes Collateral Agent, and each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to such appointment. The Notes Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Notes Collateral Agent shall be ministerial and administrative in nature, and the Notes Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Notes Collateral Agent is a party, nor shall the Notes Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuers or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Notes Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Notes Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. From and after the Issue Date, the due and punctual payment of the principal of, premium onpremium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium onof and interest (to the extent permitted by law), if any, and interest on the Notes and the Guarantees thereof and performance of all other 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 obligations under this Indenture, including, without limitation, the obligations of the Issuers set forth in Section 7.6 and Section 8.5 herein, and the Notes and the GuaranteesGuarantees thereof and the Security Documents, shall be secured by (i) first-priority Liens and security interests on the Pari Passu 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, which the Issuer Issuers and the Guarantors Guarantors, as the case may be, will enter into on the Effective Date Issue Date, and which define at such time, will be secured pursuant to the terms of Security Documents hereafter delivered as required or permitted by this Indenture and the Liens that Security Documents. The Collateral will also secure the Secured Issuers’ and the Guarantors’ Obligations under the ABL Credit Facility, Pari Passu Notes Lien Indebtedness (including the Term Loan Obligations) and Pari Passu ABL Lien Indebtedness as provided in the Intercreditor Agreements and any Junior Lien Indebtedness as provided under the Junior Lien Intercreditor Agreement, if any. The Trustee, the Issuer Issuers and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds shall hold the Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Notes Collateral Agent and Agent, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents, the Equal Priority Intercreditor Agreement and Junior Priority Intercreditor Agreement (including the provisions providing for the possession, use, release and foreclosure of Collateral), each as may be in effect or may be amended from time to time in accordance with their terms and the terms of this Indenture, and authorizes and directs the Notes Collateral Agent and/or and the TrusteeTrustee are hereby directed and authorized by the Holders to execute and deliver the Intercreditor Agreements and the other Security Documents, as applicable, to enter into the Security Documents, any Junior Priority Intercreditor Agreement in respect of permitted Junior Priority Obligations and any the Equal Priority Intercreditor Agreement in respect of permitted Equal Priority Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. On or following the Effective Date, the Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary, proper, or as may be required by the Security Documents, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Effective Date, the Issuer and the Guarantors shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements and any filings with the Surface Transportation Board (as defined in the Security Agreement)), and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Collateral, subject to Permitted Liens.117

The Collateral. (a) The Issuers and the Guarantors hereby appoint Wilmington Trust, National Association to act as 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 this Indenture and the Security Documents. From and after the date hereof, the due and punctual payment of the principal of, premium onpremium, if any, and interest on the Notes and the 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, and interest on the overdue principal of, premium onof and interest (to the extent permitted by law), if any, and interest on the Notes and the Subsidiary Guarantees thereof and performance of all other Secured Notes Obligations obligations under this Indenture, including, without limitation, the obligations of the Issuer Issuers and the Guarantors to the Holders or the Trustee and/or Notes Collateral Agent (as applicable)set forth in Sections 7.07 and 8.05 hereof, according to the terms of this Indenture, and the Notes and the GuaranteesSubsidiary Guarantees thereof and the Security Documents, shall be secured by first priority Liens and security interests on the Collateral as and to the extent provided in the Security Documents, which the Issuer Issuers and the Guarantors Guarantors, as the case may be, have entered into prior to or simultaneously with the execution of this Indenture and will enter into on be secured by all Security Documents hereafter delivered as required or permitted by this Indenture and the Effective Date and which define the terms of the Liens that Security Documents. The Collateral will also secure the Issuers’ and the Guarantors’ Obligations under the Pari Passu Lien Hedge Agreements, the Existing Secured Notes, the Term Loan B Facility and any other Pari Passu Notes ObligationsLien Indebtedness as provided in the Collateral Trust and Intercreditor Agreement. The Trustee, the Issuer Issuers and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds Trustee shall hold the Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Notes Collateral Agent and Trustee, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents, the Equal Priority Intercreditor Agreement and Junior Priority Intercreditor Agreement (including the provisions providing for the possession, use, release and foreclosure of Collateral), each as may be in effect or may be amended from time to time in accordance with their terms and the terms of this Indenture, and authorizes and directs the Notes Collateral Agent and/or the TrusteeTrustee and, as applicable, the Trustee are hereby directed and authorized to enter into the Security Documents, any Junior Priority Intercreditor Agreement in respect of permitted Junior Priority Obligations execute and any the Equal Priority Intercreditor Agreement in respect of permitted Equal Priority Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. On or following the Effective Date, the Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary, proper, or as may be required by the Security Documents, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Effective Date, the Issuer and the Guarantors shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements and any filings with the Surface Transportation Board (as defined in the Security Agreement)), the Collateral Trust and take all further action that may be required under Intercreditor Agreement and the other applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Collateral, subject to Permitted LiensDocuments.

The Collateral. The due Guarantor acknowledges that it has, independently of and punctual payment without reliance on Lenders or Agent, made its own credit analysis of Borrower and the Collateral granted to Agent under the Loan Documents, performed its own legal review of this Guaranty, the Loan Documents and all related filings and is not relying on Agent or Lenders with respect to any of the principal ofaforesaid items. Guarantor has established adequate means of obtaining from Borrower on a continuing basis financial and other information pertaining to Borrower's financial condition and the value of the Collateral and status of Agent's Lien on and in such Property. Guarantor agrees to keep adequately informed from such means of any facts, premium on, if anyevents or circumstances which might in any way affect Guarantor's risks hereunder, and interest on Guarantor further agrees that Agent and Lenders shall have no obligation to disclose to Guarantor information or material with respect to Borrower or the Notes when Collateral acquired in the course of Agent's or Lenders' relationship with Borrower. Agent and as the same shall be due and payableLenders make no representation, whether on an interest payment dateexpress or implied, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on the Notes and performance of all other Secured Notes Obligations of the Issuer and the Guarantors with respect to the Holders Collateral or Agent's interest in, or the Trustee and/or Notes Collateral Agent (as applicable), according to the terms priority or perfection of this Indenture, the Notes its Lien on and the Guarantees, shall be secured as provided in the Security Documents, which the Issuer and the Guarantors Collateral. Guarantor acknowledges that its obligation hereunder will enter into not be affected by (a) Agent's failure properly to create a Lien on the Effective Date and which define the terms of the Liens that secure the Secured Notes Obligations. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents, the Equal Priority Intercreditor Agreement and Junior Priority Intercreditor Agreement (including the provisions providing for the possession, use, release and foreclosure of Collateral), each as may be in effect or may be amended from time to time in accordance with their terms and the terms of this Indenture, and authorizes and directs the Notes Collateral Agent and/or the Trustee, as applicable, to enter into the Security Documents, any Junior Priority Intercreditor Agreement in respect of permitted Junior Priority Obligations and any the Equal Priority Intercreditor Agreement in respect of permitted Equal Priority Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. On or following the Effective Date, the Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary, proper, or as may be required by the Security Documents, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Effective Date, the Issuer and the Guarantors shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements and any filings with the Surface Transportation Board (as defined in the Security Agreement)), and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Collateral, subject or any of it, (b) Agent's failure to Permitted Lienscreate or maintain a priority with respect to the Lien purported to be created in the Collateral, or any of it, or (c) any act or omission of Agent or Lenders (whether negligent or otherwise) which adversely affects the value of the Collateral or Agent's Lien therein or thereon or the priority of such Lien.

The Collateral. (a) The Issuer and the Subsidiary Guarantors hereby appoint U.S. Bank National Association to act as Notes Collateral Agent, and each Holder, by its acceptance of any Notes and the Subsidiary Guarantees thereof, irrevocably consents and agrees to such appointment. The Notes Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Notes Collateral Agent shall be administrative in nature, and the Notes Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Notes Collateral Agent is a party, nor shall the Notes Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any Subsidiary Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Notes Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Notes Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The due and punctual payment of the principal of, premium onpremium, if any, and interest on the Notes and the 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, and interest on the overdue principal of, premium onof and interest (to the extent permitted by law), if any, and interest on the Notes and the Subsidiary Guarantees thereof and performance of all other Secured Notes Obligations obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.07 and the Guarantors to the Holders or the Trustee and/or Notes Collateral Agent (as applicable)Section 8.05 herein, according to the terms of this Indenture, and the Notes and the Guarantees, Subsidiary Guarantees thereof shall be secured by (i) first-priority Liens and security interests on the Notes Priority Collateral and (ii) second-priority Liens and security interests on the ABL Priority Collateral (in each case subject to Permitted Liens and Liens not securing Debt), as and to the extent provided in the Security Documents, which the Issuer and the Guarantors Subsidiary Guarantors, as the case may be, will enter into on the Effective Date Settlement Date, including the Pledge and which define Security Agreement and the terms of Intercreditor Agreement, and will be secured pursuant to the Liens that Security Documents hereafter delivered as required or permitted by this Indenture and the Security Documents. The Collateral will also secure the Secured Issuer’s and the Subsidiary Guarantors’ Obligations under the ABL Credit Agreement, Pari Passu Notes ObligationsLien Indebtedness and Pari Passu ABL Lien Indebtedness as provided in the Intercreditor Agreement and any Junior Lien Indebtedness as provided under any Junior Lien Intercreditor Agreement. The Trustee, the Issuer and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds shall hold the Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Notes Collateral Agent and Agent, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents, the Equal Priority Intercreditor Agreement and Junior Priority Intercreditor Agreement (including the provisions providing for the possession, use, release and foreclosure of Collateral), each as may be in effect or may be amended from time to time in accordance with their terms and the terms of this Indenture, and authorizes and directs the Notes Collateral Agent and/or and the TrusteeTrustee are hereby directed and authorized by the Holders to execute and deliver the Pledge and Security Agreement, as applicableincluding the exhibits thereto, to enter into the Intercreditor Agreement, including any amendment thereto contemplated by Section 7.4 thereof, and the other Security Documents, any Junior Priority Intercreditor Agreement in respect of permitted Junior Priority Obligations and any the Equal Priority Intercreditor Agreement in respect of permitted Equal Priority Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. On or following the Effective Date, the Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary, proper, or as may be required by the Security Documents, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Effective Date, the Issuer and the Guarantors shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements and any filings with the Surface Transportation Board (as defined in the Security Agreement)), and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Collateral, subject to Permitted Liens.

The Collateral. The due and punctual payment of the principal of, premium onpremium, if any, Additional Amounts, if any, and interest (including Additional Interest) on the Notes and the 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, and interest on the overdue principal of, premium onof and interest (to the extent permitted by law), if any, and interest on the Notes and the Subsidiary Guarantees thereof and performance of all other Secured Notes Obligations of the Issuer under this Indenture and the Guarantors Notes and the Subsidiary Guarantees thereof and the Collateral Documents, shall be secured by (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 Holders Collateral Documents which the Company and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured pursuant to all Collateral Documents hereafter delivered as required or the Trustee and/or Notes Collateral Agent (as applicable), according to the terms of permitted by this Indenture, the Notes Collateral Documents and the Guarantees, shall be secured as provided in the Security Documents, which the Issuer and the Guarantors will enter into on the Effective Date and which define the terms of the Liens that secure the Secured Notes ObligationsIntercreditor Agreement. The Trustee, the Issuer Company and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds shall hold the Collateral in trust for the benefit of all of the Holders, the Trustee Holders and the Notes Collateral Agent and Trustee, in each case pursuant to the terms of the Security DocumentsCollateral Documents and the Intercreditor Agreement and the Collateral Agent is hereby authorized and directed to execute and deliver the Collateral Documents and the Intercreditor Agreement. Each Holder, by accepting a Noteits acceptance of any Notes and the Subsidiary Guarantees thereof, consents and agrees to the terms of the Security Documents, Collateral Documents and the Equal Priority Intercreditor Agreement and Junior Priority Intercreditor Agreement (including including, without limitation, the provisions providing for foreclosure) as the possession, use, release and foreclosure of Collateral), each as same may be in effect or may be amended from time to time in accordance with their terms and the terms of this Indenture, and authorizes and directs the Notes Collateral Agent and/or the Trustee, as applicable, to enter into the Security Documents, any Junior Priority Intercreditor Agreement in respect of permitted Junior Priority Obligations and any the Equal Priority Intercreditor Agreement in respect of permitted Equal Priority Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder under the Collateral Documents in accordance therewith. On or following the Effective DateThe Trustee and each Holder, the Issuer shall deliver to by accepting the Notes Collateral Agent copies of all documents required to be filed pursuant to and the Security DocumentsSubsidiary Guarantees thereof, and shall do or cause to be done all such acts and things acknowledges that, as may be necessary, proper, or as may be required by the Security Documents, to assure and confirm to the Notes Collateral Agent the security interest more fully set forth in the Collateral contemplated herebyDocuments and the Intercreditor Agreement, by the Security Documents Collateral as now or any part thereof, as from time to time constituted, so as to render the same available hereafter constituted shall be held for the security benefit of all the Holders and benefit the Trustee, and that the Lien of this Indenture and the Collateral Documents in respect of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Effective Date, the Issuer Trustee and the Guarantors shall execute any Holders is subject to and qualified and limited in all further documents, financing statements (including continuation statements respects by the Collateral Documents and amendments to financing statements), agreements the Intercreditor Agreement and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such financing statements actions that may be necessary to continue the effectiveness of such financing statements and any filings with the Surface Transportation Board (as defined in the Security Agreement)), and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Collateral, subject to Permitted Lienstaken thereunder.

The Collateral. (a) Each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the appointment of U.S. Bank Trust Company, National Association to act as Collateral Agent and the Real Property Collateral Agent. The Collateral Agent and the Real Property Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Collateral Agent and the Real Property Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent and the Real Property Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Collateral Agent and the Real Property Collateral Agent are parties, nor shall the Collateral Agent or the Real Property Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuers or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Collateral Agent or the Real Property Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent or the Real Property Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The due and punctual payment of the principal of, premium onpremium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium onof and interest (to the extent permitted by law), if any, and interest on the Notes and the Guarantees thereof and performance of all other 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 obligations under this Indenture, the Notes and the Guarantees, Indenture shall be secured as by Liens and security interests on the Collateral to the extent provided in by the Security DocumentsDocuments and subject to the Intercreditor Agreements, which the Issuer any Pari Passu Second Lien Intercreditor Agreement and the Guarantors will enter into on the Effective Date and which define the terms of the Liens that secure the Secured Notes Obligationsany Junior Lien Intercreditor Agreement. The Trustee, the Issuer Issuers and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds and the Real Property Collateral Agent shall hold the applicable Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Notes Collateral Agent and Real Property Collateral Agent, in each case pursuant to the terms of the Security Documents. Each Holder, and the Collateral Agent, Real Property Collateral Agent and the Trustee are hereby directed and authorized by accepting a Note, consents the Holders to execute and agrees to the terms of deliver the Security Documents, the Equal Priority Intercreditor Agreement and Junior Priority Intercreditor Agreement (including the provisions providing for the possession, use, release and foreclosure of Collateral), each as may be in effect or may be amended from time to time in accordance with their terms and the terms of this Indenture, and authorizes and directs the Notes Collateral Agent and/or the Trustee, as applicable, to enter into the Security Documents, any Junior Priority Intercreditor Agreement in respect of permitted Junior Priority Obligations and any the Equal Priority Intercreditor Agreement in respect of permitted Equal Priority Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. On or following the Effective Date, the Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary, proper, or as may be required by the Security Documents, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Effective Date, the Issuer and the Guarantors shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements and any filings with the Surface Transportation Board (as defined in the Security Agreement)), and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Collateral, subject to Permitted Liens.107

The Collateral. (a) 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 in the Escrow Agreement. From and after the Escrow Release Date, the due and punctual payment of the principal of, premium onpremium, if any, and interest (including Additional Interest) on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium onof and interest (to the extent permitted by law), if any, and interest on the Notes and the Guarantees thereof and performance of all other Secured Notes Obligations obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.7 and the Guarantors to the Holders or the Trustee and/or Notes Collateral Agent (as applicable)Section 8.5 herein, according to the terms of this Indenture, and the Notes and the GuaranteesGuarantees thereof and the Security Documents, shall be secured by first-priority Liens and security interests on the Collateral (subject to Permitted Liens), as and to the extent provided in the Security Documents, Documents which the Issuer RDA and the Guarantors Guarantors, as the case may be, will enter into on the Effective Escrow Release Date and which define the terms of the Liens that secure the Secured Notes Obligations. The Trustee, the Issuer will be secured by all Security Documents hereafter delivered as required or permitted by this Indenture and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents. Each HolderThe 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, by accepting provided that an authorized representative of the holders thereof shall have executed a Note, consents and agrees joinder to the Security Agreement in the form provided therein. Under the terms of the Security Documents, the Equal Priority Intercreditor Agreement and Junior Priority Intercreditor Agreement 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 provisions providing for value of the possessionCollateral in a bankruptcy, useinsolvency, release and foreclosure reorganization or similar proceedings) shall be applied, after the payment of Collateral), each as may be in effect or may be amended from time all amounts due to time in accordance with their terms and the Collateral Agent under the terms of this Indenture, hereof and authorizes and directs the Notes Collateral Agent and/or the Trustee, as applicable, to enter into the Security Documents, first to repay the Indebtedness and other obligations under Credit Facilities (including any Junior Priority Intercreditor Agreement in Post-Petition Interest with respect of permitted Junior Priority thereto) incurred under Section 3.2(b)(1) hereof, Hedging Obligations with lenders under such Credit Facilities or their Affiliates and any the Equal Priority Intercreditor Agreement in respect of permitted Equal Priority Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. On or following the Effective DateCash Management Obligations (collectively, the Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary, proper, or as may be required by the Security Documents, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or “Priority Payment Lien Obligations”) before any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressedHolder receives any proceeds. On or following the Effective Date, the The Issuer and the Guarantors hereby agree that the Collateral Agent shall execute any hold the Collateral in trust for the benefit of all of the Holders and all further documentsthe Trustee, financing statements (including continuation statements and amendments in each case pursuant to financing statements), agreements and instruments, make all filings (including filings the terms of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements and any filings with the Surface Transportation Board (as defined in the Security Agreement))Agreement and the other Security Documents and, and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue upon the perfection of) the validity and priority consummation of the Liens Assumption, the Collateral Agent and security interests created or intended the Trustee are hereby directed and authorized to be created by execute and deliver the Security Documents in Agreement and the Collateral, subject other Security Documents. The Collateral Agent is hereby authorized to Permitted Liensexecute and deliver the Security Agreement and the other Security Documents.

The Collateral. (a) The Issuer hereby appoints Computershare Trust Company of Canada 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 set forth in this Indenture, the Collateral Documents and the Intercreditor Agreements. The due and punctual payment of the principal of, premium onpremium, if any, and interest on the Notes and the 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, and interest on the overdue principal of, premium onof and overdue interest (to the extent permitted by law), if any, and interest on the Notes and the Guarantees thereof and performance of all other Secured Notes Obligations obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.06 and Section 8.05(b) herein, and the Guarantors Notes and the Guarantees thereof and the Collateral Documents, shall be secured by first-priority and second-priority Liens and security interests in the Collateral, in each case subject to Permitted Liens, as and to the Holders extent provided in the Collateral Documents which the Issuer and PNCC, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured by all Collateral Documents hereafter delivered as required or the Trustee and/or Notes Collateral Agent (as applicable), according to the terms of permitted by this Indenture, the Notes Collateral Documents and the Guarantees, shall be secured as provided in the Security Documents, which the Issuer and the Guarantors will enter into on the Effective Date and which define the terms of the Liens that secure the Secured Notes ObligationsIntercreditor Agreements. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds shall hold the Collateral in trust for the benefit of the HoldersSecured Parties, the Trustee and the Notes Collateral Agent and in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents, the Equal Priority Intercreditor Agreement and Junior Priority Intercreditor Agreement (including the provisions providing for the possession, use, release and foreclosure of Collateral), each as may be in effect or may be amended from time to time in accordance with their terms Collateral Documents and the terms of this IndentureIntercreditor Agreements, and authorizes and directs the Notes Collateral Agent and/or and the Trustee, as applicable, Trustee are hereby authorized to enter into the Security Documents, any Junior Priority Intercreditor Agreement in respect of permitted Junior Priority Obligations execute and any the Equal Priority Intercreditor Agreement in respect of permitted Equal Priority Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. On or following the Effective Date, the Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary, proper, or as may be required by the Security Documents, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Effective Date, the Issuer and the Guarantors shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements and any filings with the Surface Transportation Board (as defined in the Security Agreement)), and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Collateral, subject to Permitted LiensIntercreditor Agreements.

The Collateral. (a) 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 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 its 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 onpremium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on of the Notes and the Guarantees thereof and performance of all other Secured Notes Obligations obligations under this Indenture, including, without limitation, the obligations of the Issuer Company and the Guarantors to the Holders or the Trustee and/or Notes Collateral Agent (as applicable)set forth in Sections 7.06 and 8.05 hereof, according to the terms of this Indenture, and the Notes and the Guarantees, Guarantees thereof and the other Notes Obligations and the other Cash Flow Obligations shall be secured by (i) first priority Liens and security interests on the Notes Priority Collateral as and to the extent provided in the Security DocumentsDocuments 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 Issuer Company and the Guarantors will enter Guarantors, as the case may be, have entered into on prior to or simultaneously with the Effective Date and which define the terms of the Liens that secure the Secured Notes Obligations. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents, the Equal Priority Intercreditor Agreement and Junior Priority Intercreditor Agreement (including the provisions providing for the possession, use, release and foreclosure of Collateral), each as may be in effect or may be amended from time to time in accordance with their terms and the terms execution of this Indenture, and authorizes will be secured by all Security Documents hereafter delivered as required or permitted by this Indenture, the ABL Intercreditor Agreement and directs the Notes Collateral Agent and/or the Trustee, as applicable, to enter into the Security Documents, any Junior Priority Intercreditor Agreement in respect of permitted Junior Priority Obligations and any the Equal Priority Intercreditor Agreement in respect of permitted Equal Priority Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. On or following the Effective Date, the Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary, proper, or as may be required by the Security Documents, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Effective Date, the Issuer and the Guarantors shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements and any filings with the Surface Transportation Board (as defined in the Security Agreement)), and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Collateral, subject to Permitted Liens.

The Collateral. (a) The Issuers and the Guarantors hereby appoint Wilmington Trust, National Association to act as 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 this Indenture and the Security Documents. From and after the date hereof, the due and punctual payment of the principal of, premium onpremium, if any, and interest on the Notes and the 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, and interest on the overdue principal of, premium onof and interest (to the extent permitted by law), if any, and interest on the Notes and the Subsidiary Guarantees thereof and performance of all other Secured Notes Obligations obligations under this Indenture, including, without limitation, the obligations of the Issuer Issuers and the Guarantors to the Holders or the Trustee and/or Notes Collateral Agent (as applicable)set forth in Sections 7.07 and 8.05 hereof, according to the terms of this Indenture, and the Notes and the GuaranteesSubsidiary Guarantees thereof and the Security Documents, shall be secured by first priority Liens and security interests on the Collateral as and to the extent provided in the Security Documents, which the Issuer Issuers and the Guarantors Guarantors, as the case may be, have entered into prior to or simultaneously with the execution of this Indenture and will enter into on be secured by all Security Documents hereafter delivered as required or permitted by this Indenture and the Effective Date and which define the terms of the Liens that Security Documents. The Collateral will also secure the Secured Issuers’ and the Guarantors’ Obligations under the Pari Passu Lien Hedge Agreements and any other Pari Passu Notes ObligationsLien Indebtedness as provided in the Collateral Trust and Intercreditor Agreement. The Trustee, the Issuer Issuers and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds Trustee shall hold the Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Notes Collateral Agent and Trustee, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents, the Equal Priority Intercreditor Agreement and Junior Priority Intercreditor Agreement (including the provisions providing for the possession, use, release and foreclosure of Collateral), each as may be in effect or may be amended from time to time in accordance with their terms and the terms of this Indenture, and authorizes and directs the Notes Collateral Agent and/or the TrusteeTrustee and, as applicable, the Trustee are hereby directed and authorized to enter into the Security Documents, any Junior Priority Intercreditor Agreement in respect of permitted Junior Priority Obligations execute and any the Equal Priority Intercreditor Agreement in respect of permitted Equal Priority Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. On or following the Effective Date, the Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary, proper, or as may be required by the Security Documents, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Effective Date, the Issuer and the Guarantors shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements and any filings with the Surface Transportation Board (as defined in the Security Agreement)), the Collateral Trust and take all further action that may be required under Intercreditor Agreement and the other applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Collateral, subject to Permitted LiensDocuments.

The Collateral. The From and after the Issue Date, the due and punctual payment of the principal of, premium onpremium, if any, and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium onof and interest (to the extent permitted by law), if any, and interest on the Notes and the Guarantees and performance of all other Secured Notes Obligations obligations of the Issuer Co-Issuers and the Guarantors to the Holders or the Trustee and/or Notes Collateral Agent (as applicable), according to the terms of under this Indenture, and the Notes and the GuaranteesSecurity Documents, shall be secured as provided in the Security DocumentsDocuments (upon the entry into such documents), which the Issuer and the Guarantors will enter into on the Effective Date and which define the terms of the Liens that secure the Secured Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee, the Issuer Co-Issuers and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds shall hold the Collateral in trust for its benefit and for the benefit of all of the Holders, the Trustee Holders and the Notes Collateral Agent and Trustee, in each case pursuant to the terms of the Security DocumentsDocuments and the Intercreditor Agreements, and the Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor Agreements. Each Holder, by accepting a Noteits acceptance of any Notes, consents and agrees to the terms of the Security Documents, Documents and the Equal Priority Intercreditor Agreement and Junior Priority Intercreditor Agreement Agreements (including the provisions providing for the possession, use, release and foreclosure of Collateral), each ) as the same may be in effect or may be amended from time to time in accordance with their terms and this Indenture and the terms of this IndentureIntercreditor Agreements, and authorizes and directs the Notes Collateral Agent and/or the Trustee, as applicable, to enter into the Security Documents, any Junior Priority Documents and the Intercreditor Agreement in respect of permitted Junior Priority Obligations and any Agreements on the Equal Priority Intercreditor Agreement in respect of permitted Equal Priority ObligationsIssue Date, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. On The Collateral Agent, the Trustee and each Holder, by accepting the Notes and the Guarantees, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreements, the Collateral as now or following hereafter constituted shall be held for the Effective benefit of all the 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 and the Intercreditor Agreements and actions that may be taken thereunder. From and after the Issue Date, the Issuer shall deliver subject to the Notes Collateral Agent copies of all documents required to be filed pursuant to limitations set forth in the Security Documents, the Co-Issuers and shall do or cause to be done all such acts and things as may be necessary, proper, or as may be required by the Security Documents, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and each of the Notes secured herebyGuarantors will execute, according to the intent deliver and purposes herein expressed. On or following the Effective Datefile, the Issuer and the Guarantors shall execute if applicable any and all further documents, financing statements statements, financing change statements, registrations, agreements and instruments, and take all action that may be reasonably required under applicable law (including the filing of continuation financing statements and amendments to financing statementsstatements or equivalent Canadian financing statements or registrations), agreements and instrumentsor that the Collateral Agent may reasonably request, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements and any filings with the Surface Transportation Board (as defined in the Security Agreement)), and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Collateral, subject to Permitted Liensthe terms of the Intercreditor Agreements.

The Collateral. (a) The Issuers and the Subsidiary Guarantors hereby appoint Deutsche Bank Trust Company Americas to act as 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 this Indenture and the Security Documents. From and after the Issue Date, the due and punctual payment of the principal of, premium onand Special Interest, if any, and interest on the Notes and the 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, and interest on the overdue principal of, premium onof and interest (to the extent permitted by law), if any, and interest on the Notes and the Subsidiary Guarantees thereof and performance of all other 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 obligations under this Indenture, 150 including, without limitation, the obligations of the Issuers set forth in Section 7.7 and Section 8.5 herein, and the Notes and the GuaranteesSubsidiary Guarantees thereof and the Security Documents, shall be secured by (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, which the Issuer Issuers and the Guarantors Subsidiary Guarantors, as the case may be, have entered into prior to or simultaneously with the execution of this Indenture and will enter into on be secured by all Security Documents hereafter delivered as required or permitted by this Indenture and the Effective Date and which define the terms of the Liens that Security Documents. The Collateral will also secure the Secured Issuers’ and the Subsidiary Guarantors’ Obligations under Pari Passu Notes ObligationsLien Indebtedness as provided in the Intercreditor Agreements. The Trustee, the Issuer Issuers and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds shall hold the Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Notes Collateral Agent and Agent, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents Documents and agrees the Collateral Agent and the Trustee are hereby directed and authorized to the terms of execute and deliver the Security Documents, the Equal Priority Intercreditor Agreement and Junior Priority Intercreditor Agreement (including the provisions providing for the possession, use, release and foreclosure of Collateral), each as may be in effect or may be amended from time to time in accordance with their terms and the terms of this Indenture, and authorizes and directs the Notes Collateral Agent and/or the Trustee, as applicable, to enter into the other applicable Security Documents, any Junior Priority Intercreditor Agreement in respect of permitted Junior Priority Obligations and any the Equal Priority Intercreditor Agreement in respect of permitted Equal Priority Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. On or following the Effective Date, the Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary, proper, or as may be required by the Security Documents, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Effective Date, the Issuer and the Guarantors shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements and any filings with the Surface Transportation Board (as defined in the Security Agreement)), and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Collateral, subject to Permitted Liens.

The Collateral. (a) The Issuers and the Subsidiary Guarantors hereby appoint Deutsche Bank Trust Company Americas 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 and the Security Documents. From and after the Issue Date, the due and punctual payment of the principal of, premium onand 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, and interest on the overdue principal of, premium onof and interest (to the extent permitted by law), if any, and interest on the Notes and the Note Guarantees thereof and performance of all other 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 obligations under this Indenture, including, without limitation, the obligations of the Issuers set forth in Section 7.7 and Section 8.5 herein, and the Notes and the GuaranteesNote Guarantees thereof and the Security Documents, shall be secured by (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, which the Issuer Issuers and the Guarantors Subsidiary Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will enter into on be secured by all Security Documents hereafter delivered as required or permitted by this Indenture and the Effective Date and which define the terms of the Liens that Security Documents. The Collateral will also secure the Secured Issuers’ and the Subsidiary Guarantors’ Obligations under Pari Passu Notes ObligationsLien Indebtedness as provided in the Intercreditor Agreements. The Trustee, the Issuer Issuers and the Subsidiary Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds shall hold the Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Notes Collateral Agent and Agent, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents Documents and agrees the Collateral Agent and the Trustee are hereby directed and authorized to the terms of execute and deliver the Security Documents, the Equal Priority Intercreditor Agreement and Junior Priority Intercreditor Agreement (including the provisions providing for the possession, use, release and foreclosure of Collateral), each as may be in effect or may be amended from time to time in accordance with their terms and the terms of this Indenture, and authorizes and directs the Notes Collateral Agent and/or the Trustee, as applicable, to enter into the Security Documents, any Junior Priority Intercreditor Agreement in respect of permitted Junior Priority Obligations and any the Equal Priority Intercreditor Agreement in respect of permitted Equal Priority Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. On or following the Effective Date, the Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary, proper, or as may be required by the Security Documents, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Effective Date, the Issuer and the Guarantors shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements and any filings with the Surface Transportation Board (as defined in the Security Agreement)), and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Collateral, subject to Permitted Liens.

The Collateral. (a) Each Holder, by its acceptance of any Notes and the Guarantees thereof, irrevocably consents and agrees to the appointment of U.S. Bank National Association to act as Collateral Agent. The Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture and the Security Documents. Notwithstanding any provision to the contrary contained elsewhere in this Indenture or the Security Documents, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuers or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture or the Security Documents or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. The due and punctual payment of the principal of, premium onpremium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium onof and interest (to the extent permitted by law), if any, and interest on the Notes and the Guarantees thereof and performance of all other 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 obligations under this Indenture, the Notes and the Guarantees, Indenture shall be secured as by Liens and security interests on the Collateral to the extent provided in by the Security DocumentsDocuments and subject to the ABL Intercreditor Agreement, which the Issuer any Pari Passu Second Lien Intercreditor Agreement and the Guarantors will enter into on the Effective Date and which define the terms of the Liens that secure the Secured Notes Obligationsany Junior Lien Intercreditor Agreement. The Trustee, the Issuer Issuers and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds shall hold the Collateral on behalf of and for the benefit of all of the Holders, the Trustee and the Notes Collateral Agent and Agent, in each case pursuant to the terms of the Security Documents. Each Holder, and the Collateral Agent and the Trustee are hereby directed and authorized by accepting a Note, consents the Holders to execute and agrees to the terms of deliver the Security Documents, the Equal Priority Intercreditor Agreement and Junior Priority Intercreditor Agreement (including the provisions providing for the possession, use, release and foreclosure of Collateral), each as may be in effect or may be amended from time to time in accordance with their terms and the terms of this Indenture, and authorizes and directs the Notes Collateral Agent and/or the Trustee, as applicable, to enter into the Security Documents, any Junior Priority Intercreditor Agreement in respect of permitted Junior Priority Obligations and any the Equal Priority Intercreditor Agreement in respect of permitted Equal Priority Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. On or following the Effective Date, the Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary, proper, or as may be required by the Security Documents, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Effective Date, the Issuer and the Guarantors shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements and any filings with the Surface Transportation Board (as defined in the Security Agreement)), and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Collateral, subject to Permitted Liens.101

The Collateral. (a) The due and punctual payment of the principal of, premium onof 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, and interest on the overdue principal of, premium onof and interest and Additional Interest (to the extent permitted by law), if any, and interest on the Discount Notes and the Discount Note Guarantees and performance of all other Secured Notes Obligations obligations under this Indenture, including, without limitation, the obligations of the Issuer set forth in Section 7.08, and the Guarantors to the Holders or the Trustee and/or Notes Collateral Agent (as applicable), according to the terms of this IndentureDiscount Notes, the Notes Discount Note Guarantees and the GuaranteesCollateral Agreements, shall be secured equally and ratably by a 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 Issuer and the Guarantors Guarantors, as the case may be, have entered into in connection with the execution of this Indenture and will enter into on the Effective Date and which define the terms be secured by all of the Liens that secure Collateral pledged pursuant to the Secured Notes ObligationsCollateral Agreements hereafter delivered as required or permitted by this Indenture, the Collateral Agreements and the Intercreditor Agreement. The TrusteeDiscount 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 (2) of the definition thereof. The Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds shall hold the Collateral in trust for the benefit of all of the Holders, the Trustee Holders and the Notes Collateral Agent and Trustee, in each case pursuant to the terms of the Security Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents, the Equal Priority Intercreditor Agreement and Junior Priority Intercreditor Agreement (including the provisions providing for the possession, use, release and foreclosure of Collateral), each as may be in effect or may be amended from time to time in accordance with their terms Collateral Agreements and the terms of this IndentureIntercreditor Agreement, and authorizes and directs the Notes Collateral Agent and/or and the Trustee, as applicable, Trustee are hereby authorized to enter into the Security Documents, any Junior Priority Intercreditor Agreement in respect of permitted Junior Priority Obligations execute and any the Equal Priority Intercreditor Agreement in respect of permitted Equal Priority Obligations, and any amendments, supplements, and/or joinders to the foregoing to which it is a party, at any time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. On or following the Effective Date, the Issuer shall deliver to the Notes Collateral Agent copies of all documents required to be filed pursuant to the Security Documents, and shall do or cause to be done all such acts and things as may be necessary, proper, or as may be required by the Security Documents, to assure and confirm to the Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. On or following the Effective Date, the Issuer Agreements and the Guarantors shall execute any and all further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, make all filings (including filings of financing statements under the UCC and continuation statements and amendments to such financing statements that may be necessary to continue the effectiveness of such financing statements and any filings with the Surface Transportation Board (as defined in the Security Intercreditor Agreement)), and take all further action that may be required under applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or intended to be created by the Security Documents in the Collateral, subject to Permitted Liens.