Common use of Security Documents Clause in Contracts

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

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAdministrative Agent, for the benefit of the Trustee Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement as of the Restatement Effective Date, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the Issuer and any Guarantor hereunderUnited States, in respect each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the CollateralMortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Liens Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and on such Collateral ranking the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and priority of payment as set forth each leasehold interest in real property located in the Intercreditor Agreement United States and subject to no other Liens other than as permitted held by the terms Borrower or any of this Indenture and its Subsidiaries that has a value, in the Intercreditor Agreementreasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of Collateral Agreement, upon execution and delivery thereof by the Issuer and any Guarantor to the Holders of Notesparties thereto, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided will create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee and the HoldersSecured Parties, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collaterala legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement), to the extent certificated, are delivered to the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Equity Interests, prior and superior in right to any other Person other than with respect to Liens (x) that have priority by operation of law or (y) on Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt (and Permitted Refinancing Debt in respect thereof) that is secured by all or a portion of the Collateral on a pari passu basis with the Obligations pursuant to the Pari Passu Intercreditor Agreement, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral ranking (other than Intellectual Property) to the extent such Liens can be perfected by filing a financing statement, under the Uniform Commercial Code, prior and superior in right and priority of payment as set forth to any other Person other than (x) in the case of Collateral consisting of Equity Interests, with respect to Liens (A) that have priority by operation of law, (B) permitted by clause (c) of Section 6.02 or (C) securing Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt (and Permitted Refinancing Debt in respect thereof) that is secured by all or a portion of the Collateral on a pari passu basis with the Obligations pursuant to the Pari Passu Intercreditor Agreement and subject (y) in the case of other Collateral, with respect to no other Liens (1) permitted by Section 6.02 (other than as permitted pursuant to Section 6.02(b), (k) or (z)) or (2) securing Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt (and Permitted Refinancing Debt in respect thereof) that is secured by all or a portion of the terms of this Indenture and Collateral on a pari passu basis with the Obligations pursuant to the Pari Passu Intercreditor Agreement.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all Collateral Agreement and each other obligations of the Issuer and any Guarantor Security Document is, or upon execution, will be, effective to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee Secured Parties, a valid security interest in the Collateral described therein (to the extent a security interest can be created therein under the Uniform Commercial Code, where applicable, or in the case of a Foreign Security Document, subject to any customary reservations and qualifications contained in customary legal opinions rendered under the Holderslaws of the applicable jurisdiction). In the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreement and each Foreign Pledge Agreement, duly createdwhen stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers and, enforceable where applicable, stock transfer forms, in each case, endorsing the Pledged Equity Interest and perfected Liens as contemplated hereby and executed by the owner of such shares or interests) are delivered to the Collateral Documents Agent or such other actions specified in each Foreign Pledge Agreement are taken, and in the Intercreditor Agreementcase of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document (other than deposit accounts), so as to render when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the same available offices specified on Schedule 4.19, the Collateral Agent, for the security and benefit of this Indenture and the Secured Parties, shall, under New York law, or in the case of the Notes Debenture or other Security Document, which is governed by a law other than New York law (each a “Foreign Security Document”), under such other law, have a fully perfected Lien on, and any Note Guarantee secured herebysecurity interest in, according all right, title and interest of the Loan Parties in such Collateral to the intent extent (x) (in the case of New York law) perfection can be obtained by filing a UCC financing statement or (y) (in the case of a Foreign Security Document) subject to any customary reservations and purposes herein expressed. The Issuer and any Guarantor will each takequalifications contained in customary legal opinions rendered under the laws of the applicable jurisdiction, and will cause their respective Restricted Subsidiaries to take (including as may perfection can be requested obtained by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainappropriate filing under such other applicable law, as security for the Obligations Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.2) subject in the case of the Issuer Intellectual Property that is the subject of any application or registration in the United States Patent and any Guarantor hereunderTrademark Office or the United States Copyright Office (other than intent to use Trademark applications), in respect to the recordation of appropriate evidence of the CollateralCollateral Agent’s Lien in the United States Patent and Trademark Office and/or United States Copyright Office, valid as appropriate, and enforceable the taking of actions and making of filings necessary under the applicable Requirements of Law to obtain the equivalent of perfection. In the case of Collateral that consists of deposit accounts securities accounts and/or commodity accounts, when a Control Agreement is executed and delivered by all parties thereto with respect to such accounts, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Liens Lien on, and security interest in, all right, title and interest of the Loan Parties in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreementproceeds thereof, as security for the Obligations, prior and superior to any other Person except as provided under the applicable Control Agreement with respect to the financial institution party thereto.

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofCollateral Trustee, interestfor the ratable benefit of the Secured Parties, Additional Amounts a legal, valid, binding and premiumenforceable security interest in the Collateral described therein and proceeds thereof (other than money not constituting identifiable proceeds of any Collateral), if anysubject to applicable insolvency, on the Notes bankruptcy, reorganization, moratorium, fraudulent transfer and any Note Guarantee when other laws now or hereafter in effect generally affecting rights of creditors and as the same shall be due and payable(including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Securities, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Trustee and (B) when financing statements in appropriate form are filed in the offices specified on an interest payment dateSchedule 3.19(a), at maturity(ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, by accelerationthe execution and delivery of control agreements providing for “control” as described in Section 9-104 of the UCC, repurchase(iii) in the case of Securities Accounts not constituting Excluded Perfection Assets or Counterparty Accounts, redemption or otherwise, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and interest on (B) the overdue principal execution and delivery of control agreements providing for “control” as described in Section 9-106 of the UCC and interest and Additional Amounts (to iv) in the extent permitted by law), if any, on the Notes and any Note Guarantee and performance case of all other obligations Collateral described therein (other than Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided Secured Parties in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of such Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Guaranteed Obligations of the Issuer and any Guarantor hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities in the possession of the Collateral Trustee, with respect to Permitted Liens, and in respect of Pledged Securities in the Collateralpossession of the Collateral Trustee, valid and enforceable perfected the Permitted Liens in and on such Collateral ranking in right and priority of payment as set forth in clause (g) of the Intercreditor Agreement definition thereof and subject with respect to no any other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPriority Lien Obligations).

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor Collateral Agreement is effective to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent and (ii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral), when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the Holders, duly created, enforceable filings specified on Schedule 3 to the Guarantee and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render and through the same available for the security and benefit of this Indenture and delivery of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably Pledged Securities required to cause be delivered on the Collateral Documents and the Intercreditor Agreement to create and maintainClosing Date), as security for the Obligations of the Issuer and any Guarantor hereunderObligations, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking each case prior in right and priority to the Lien of payment as set forth any other Person (except (i) in the Intercreditor Agreement and subject to no other Liens case of Collateral other than as Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the terms of this Indenture extent required by the Guarantee and the Intercreditor Collateral Agreement.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, and interest on the Notes and any Note Guarantee when and as the same shall be due and payabledue, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwiseotherwise and whether by the Issuer pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all secured obligations under the Security Documents, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent Guarantors under this Indenture, the Notes Notes, the Note Guarantees and any Note Guaranteethe Security Documents are secured by Liens on the Collateral in favor of the Collateral Agent for the benefit of the Trustee and the Holders prior to all other Liens except for Permitted Liens, according to as provided in the terms hereunder or thereunderSecurity Documents, are and shall be secured as provided in the Collateral Security Documents hereafter delivered as required or permitted by this Indenture. The Trustee, the Issuer and the Intercreditor AgreementGuarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the ratable benefit of the Trustee and the Holders and the other secured parties under the Security Document as provided therein and enforcing their rights (in their capacity as such) with respect to the Collateral, in each case pursuant to the terms of the Security Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the applicable Security Documents, and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will shall deliver to the Trustee copies of Collateral Agent all documents required to be delivered pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, shall do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 7.01(a), to assure and confirm to the Trustee that Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured herebythereby, according to the intent and purposes herein therein expressed. The Issuer and any Guarantor will each takeshall, and will shall cause their respective Restricted Subsidiaries to take each Guarantor to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements) and take all other actions as may be requested are required by the Trustee) any Security Documents to maintain (at the sole cost and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations expense of the Issuer and any Guarantor hereunder, Guarantors) the security interest created by the Security Documents in respect the Collateral in favor of the Collateral, Collateral Agent for the benefit of the Trustee and the Holders as a valid and enforceable first priority perfected Liens in lien and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and security interest, subject only to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, and interest on the Notes and any Note Guarantee when and as the same shall be due and payabledue, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwiseotherwise and whether by the Issuer pursuant to the Notes or by any Guarantor pursuant to its Note Guarantees, the payment of all secured obligations under the Security Documents, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent Guarantors under this Indenture, the Notes Notes, the Note Guarantees, the Registration Rights Agreement and any Note Guaranteethe Security Documents are secured by Liens on the Collateral in favor of the Collateral Agent for the benefit of the Trustee and the Holders prior to all other Liens except for Permitted Liens, according to as provided in the terms hereunder or thereunderSecurity Documents, are and shall be secured as provided in the Collateral Security Documents hereafter delivered as required or permitted by this Indenture. The Trustee, the Issuer and the Intercreditor AgreementGuarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the ratable benefit of the Trustee and the Holders and the other secured parties under the Security Document as provided therein and enforcing their rights (in their capacity as such) with respect to the Collateral, in each case pursuant to the terms of the Security Documents. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the applicable Security Documents, and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will shall deliver to the Trustee copies of Collateral Agent all documents required to be delivered pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, shall do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01(a), to assure and confirm to the Trustee that Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured herebythereby, according to the intent and purposes herein therein expressed. The Issuer and any Guarantor will each takeshall, and will shall cause their respective Restricted Subsidiaries to take each Guarantor to, and each Guarantor shall, make all filings (including filings of continuation statements and amendments to Uniform Commercial Code financing statements) and take all other actions as may be requested are required by the Trustee) any Security Documents to maintain (at the sole cost and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations expense of the Issuer and any Guarantor hereunder, Guarantors) the security interest created by the Security Documents in respect the Collateral in favor of the Collateral, Collateral Agent for the benefit of the Trustee and the Holders as a valid and enforceable first priority perfected Liens in lien and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and security interest, subject only to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. The due Security Pledge Agreement, upon execution and punctual payment of delivery thereof by the principal ofparties thereto, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall will be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (effective to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee Secured Parties, a legal, valid and enforceable first priority (subject only to Permitted Liens) security interest in the Collateral described therein and proceeds thereof, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). In the case of the Pledged Stock described in the Security Pledge Agreement, when stock certificates representing such Pledged Stock are delivered to the Collateral Agent (together with a properly completed and signed undated endorsement), and in the case of the other Collateral described in the Security Pledge Agreement, when financing statements and other filings specified on Schedule 8.19 in appropriate form are filed in the offices specified on Schedule 8.19, the Security Pledge Agreement shall constitute a fully perfected Lien on, and first priority (subject only to Permitted Liens) security interest in, all right, title and interest of the Credit Parties in such Collateral and the Holdersproceeds thereof (other than Intellectual Property registered or issued in the United States that is Collateral for which additional filings in the United States Patent and Trademark Office and United States Copyright Office, duly createdas applicable, enforceable are required to be made under Applicable Laws, in each case, if and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as extent perfection may be requested achieved by such filings and with respect to Pledged Stock of any Foreign Subsidiary which may require additional documents under Applicable Laws, if and to the Trusteeextent perfection may be achieved by such delivery and/or such filings) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainextent such proceeds can be protected by such filings, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementObligations.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor Collateral Agreement is effective to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee Secured Parties, a legal and valid first priority security interest (subject to Liens permitted by Section 7.3) in the Collateral described therein (including any proceeds of any item of Collateral). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement constituting Certificated Securities, when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent and (ii) the Collateral described in the Guarantee and Collateral Agreement (other than the Collateral referred to in the immediately preceding clause (i)), when financing statements in appropriate form are filed in the offices specified on Schedule 4.17(a) (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent), recordation of the security interest of the Collateral Agent on behalf of the Secured Parties has been made in the United States Patent and Trademark Office, and such other filings as are specified on Schedule 4.17(a) are made, the Collateral Agent shall have a fully perfected first priority Lien on, and first priority security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral), to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17(a), the filing of appropriate filings in the United States Patent and Trademark Office and the Holdersfilings specified on Schedule 4.17(a), duly created, enforceable and perfected Liens as contemplated hereby and by or through the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and delivery of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably Pledged Securities required to cause be delivered on the Collateral Documents and Closing Date, as the Intercreditor Agreement to create and maintaincase may be, as security for the Obligations of the Issuer and any Guarantor hereunderObligations, in respect of the Collateral, valid each case prior and enforceable perfected Liens in and on such Collateral ranking superior in right and priority of payment as set forth in the Intercreditor Agreement and subject to no any other Person (except with respect to Liens permitted by Section 7.3 other than as permitted clause (cc) thereof) to the extent required by the terms of this Indenture Guarantee and the Intercreditor Collateral Agreement.

Security Documents. The EFIH’s Guarantee of the due and punctual payment of the principal ofprincipal, interest, Additional Amounts and premium, if any, and interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of principal, premium, if any, and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor EFIH to the Holders of Notes, Notes or the Trustee under this Indenture and the Security Agent under this IndentureNotes (including, the Notes and any Note Guaranteewithout limitation, its Guarantee thereof), according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents Pledge Agreement and the Intercreditor Collateral Trust Agreement, which EFIH has entered into simultaneously with the execution of this Indenture and the forms of which are attached hereto as Exhibit F and Exhibit G, respectively. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Pledge Agreement and any additional intercreditor agreement Collateral Trust Agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Security Agent Collateral Trustee and/or the Trustee (as the case may be) to enter into the Pledge Agreement, the Collateral Documents and the Intercreditor Trust Agreement and any additional intercreditor agreement other Security Document and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will EFIH, at its own expense, shall deliver to the Trustee copies of all documents delivered to the Security Agent Collateral Trustee pursuant to the Pledge Agreement and Collateral DocumentsTrust Agreement, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, shall do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the Security Agent from time to time may reasonably requestprovisions of the Pledge Agreement or the Collateral Trust Agreement, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the HoldersCollateral Trustee the security interest in the Collateral contemplated hereby, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor AgreementPledge Agreement or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each Subject to the terms of the Pledge Agreement, EFIH, at its own expense, shall take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by upon request of the Trustee) , any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Pledge Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor EFIH hereunder, in respect of the Collateral, a valid and enforceable perfected Liens Lien in and on such all the Collateral, in favor of the Collateral ranking in right Trustee for the benefit of the Holders of Notes and priority future permitted Parity Lien Obligations, superior to and prior to the rights of payment as set forth in the Intercreditor Agreement all third Persons and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. The due and punctual payment (a) Each of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (Security Documents is effective to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee Secured Parties, a legal, valid and enforceable first priority security interest (subject only to Liens permitted hereunder) in the Collateral described therein and proceeds thereof, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. In the case of (i) the Capital Stock described in the Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Capital Stock are delivered to the Collateral Agent along with instruments of transfer in blank or endorsed to the Collateral Agent, and (ii) the other Collateral described in clause (i) constituting personal property described in the Security Agreement, when financing statements and other filings, agreements and actions specified on Schedule 5.19(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 5.19(a), as the case may be, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document and the Holders, duly created, enforceable and proceeds thereof (to the extent such Liens may be perfected Liens as contemplated hereby and by possession of the Certificated Securities by the Collateral Documents and the Intercreditor AgreementAgent or such filings, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested agreements or other actions or perfection is otherwise required by the Trustee) terms of any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainLoan Document), as security for the Obligations of the Issuer and any Guarantor hereunderObligations, in respect of the Collateral, valid each case prior and enforceable perfected Liens in and on such Collateral ranking superior in right and priority to any other Person (except, in the case of payment Liens permitted hereunder). Other than as set forth in on Schedule 5.19(a), as of the Intercreditor Agreement Restatement Effective Date and subject after giving effect to no other Liens other than as permitted by the terms Transactions, none of this Indenture and the Intercreditor AgreementCapital Stock of the Borrower or any Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security.

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAdministrative Agent, for the benefit of the Trustee Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock as defined and described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement (as amended, supplemented and otherwise modified as of the Restatement Effective Date), when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17 to the extent such filings are effective to perfect a security interest in such Collateral, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties (other than ABG) in such Collateral and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) under the laws of the Issuer and any Guarantor hereunderUnited States, in respect each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens or nonconsensual Liens); and (b) when executed, each of the CollateralMortgage Amendments will be effective to continue in favor of the Administrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgage Amendments are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Liens Lien on, and security interest in, all right, title and interest of the Loan Parties (other than ABG) in the Mortgaged Properties and on such Collateral ranking the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the Restatement Effective Date, each parcel of owned real property and priority of payment as set forth each leasehold interest in real property located in the Intercreditor Agreement United States and subject to no other Liens other than as permitted held by the terms Borrower or any of this Indenture and its Subsidiaries that has a value, in the Intercreditor Agreementreasonable opinion of the Borrower, in excess of $5,000,000.

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Administrative Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee Secured Parties, a legal, valid and enforceable security interest (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the Holders, duly created, enforceable implied covenants of good faith and perfected Liens as contemplated hereby and fair dealing) in the Collateral described therein (including any proceeds of any item of Collateral) to the extent required by the Guarantee and Collateral Documents Agreement. In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Administrative Agent, together with appropriate blank instruments of transfer and (ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Administrative Agent) and such other filings as are specified on Schedule 4.17 are made, the Administrative Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the Intercreditor Agreementfilings specified on Schedule 4.17, so as to render and through the same available for the security and benefit of this Indenture and delivery of the Notes Pledged Securities and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably such instruments of transfer required to cause be delivered on the Collateral Documents and the Intercreditor Agreement to create and maintainClosing Date), as security for the Obligations of the Issuer and any Guarantor hereunderObligations, in respect of the Collateral, valid each case prior and enforceable perfected Liens in and on such Collateral ranking superior in right and priority of payment as set forth to any other Person (except (i) in the Intercreditor Agreement and subject to no other Liens case of Collateral other than as Pledged Stock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the terms of this Indenture extent required by the Guarantee and the Intercreditor Collateral Agreement.

Security Documents. The due Security Pledge Agreement, upon execution and punctual payment of delivery thereof by the principal ofparties thereto, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall will be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (effective to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee Secured Parties, a legal, valid and enforceable first priority (or second priority as applicable) (subject only to Permitted Liens which, pursuant to the terms of this Agreement, are permitted to have priority over Collateral Agent’s Liens thereon) security interest in the Collateral described therein and proceeds thereof, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding in equity or law). In the case of the certificated Pledged Stock described in the Security Pledge Agreement, when stock certificates representing such Pledged Stock are delivered to the Collateral Agent (together with a properly completed and signed undated endorsement), and in the case of the other Collateral described in the Security Pledge Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 8.19, the Security Pledge Agreement shall constitute a fully perfected Lien on, and first priority (or second priority as applicable) (subject only to Permitted Liens which, pursuant to the terms of this Agreement, are permitted to have priority over Collateral Agent’s Liens thereon) security interest in, all right, title and interest of the Credit Parties in such Collateral and the Holdersproceeds thereof (other than Intellectual Property registered, duly createdissued or applied for in the United States that is Collateral for which additional filings in the United States Patent and Trademark Office and United States Copyright Office, enforceable as applicable, are required to be made under Applicable Laws, in each case, if and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as extent perfection may be requested achieved by such filings and with respect to Pledged Stock of any Foreign Subsidiary which may require additional documents under Applicable Laws, if and to the Trusteeextent perfection may be achieved by such delivery and/or such filings) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainextent such proceeds can be protected by such filings, as security for the Obligations Obligations; provided, however, the foregoing does not apply to Intellectual Property that is Collateral arising under the laws of any jurisdiction outside of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementUnited States.

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAdministrative Agent, for the benefit of the Trustee Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.17 in appropriate form are filed in the offices specified on Schedule 4.17, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except (i) in the case of Collateral other than Pledged Stock, Permitted Liens and (ii) in the case of Pledged Stock, statutory Liens); and (b) When executed, each of the Issuer and any Guarantor hereunder, Mortgages will be effective to create in respect favor of the CollateralAdministrative Agent, for the benefit of the Lenders, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are accepted for recording in the applicable recording offices, each such Mortgage shall constitute a fully perfected Liens Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and on such Collateral ranking the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person (except for any Permitted Lien other than Liens securing Indebtedness). Schedule 1.1F lists, as of the First Amendment Effective Date, each parcel of owned real property and priority of payment as set forth each leasehold interest in real property located in the Intercreditor Agreement United States and subject to no other Liens other than as permitted held by the terms Borrower or any of this Indenture and its Subsidiaries that has a value, in the Intercreditor Agreementreasonable opinion of the Borrower, in excess of $400,000.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts of and interest and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payabledue, whether on an interest payment dateInterest Payment Date, at maturityStated Maturity, by acceleration, repurchase, redemption or otherwise, otherwise and interest on whether by the overdue principal of and interest and Additional Amounts (Company pursuant to the extent permitted Notes or by law)any Guarantor (other than Cogent Holdco) pursuant to its Note Guarantee, if any, on the Notes payment of all other Obligations and any Note Guarantee and the performance of all other obligations Obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee Company and the Security Agent Guarantors (other than Cogent Holdco) under this Indenture, the Notes Notes, the Note Guarantees and any Note Guarantee, according to the terms hereunder or thereunder, Security Documents are secured as provided in the Collateral Security Documents and the Intercreditor Agreementwill be secured by Security Documents hereafter delivered as required or permitted by this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents The Company and the Intercreditor Agreement and any additional intercreditor agreement Guarantors (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfother than Cogent Holdco) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee true and complete copies of all documents delivered to the Security Collateral Agent pursuant to the Collateral DocumentsSecurity Agreement and the Intercreditor Agreement, if any, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestAgreement or the Intercreditor Agreement, if any, to assure and confirm to the Trustee that and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holds, for the benefit of the Trustee Agreement and the Holdersother Security Documents, duly createdor by any part thereof, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeCompany shall, and will shall cause their respective Restricted Subsidiaries to take each Guarantor (other than Cogent Holdco) to, and each Guarantor (other than Cogent Holdco) shall, make all filings (including as filings of continuation statements and amendments to UCC financing statements that may be requested by necessary to continue the Trusteeeffectiveness of such UCC financing statements) and take any and all other actions reasonably required necessary to cause maintain (at the sole cost and expense of the Company and the Guarantors (other than Cogent Holdco)) the security interests created by the Security Documents in the Collateral Documents and as perfected security interests to the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted extent perfection is required by the terms of this Indenture and the Intercreditor AgreementSecurity Documents, subject only to Permitted Liens.

Security Documents. The due and punctual payment Notwithstanding anything to the contrary contained herein or in any other Loan Document, within one Business Day of the principal ofClosing Date (or, interestsolely with respect to clause (b), Additional Amounts such later date as shall be reasonably acceptable to the Administrative Agent) the Borrower shall have caused to be delivered to the Administrative Agent (a) the Security Agreement, duly executed and premiumdelivered by the Borrower, each other Loan Party and the Administrative Agent, (b) certificates, if any, on representing the Notes and any Note Guarantee when and Pledged Equity (as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and defined in the Security Agent under this Indenture, Agreement) accompanied by undated stock powers executed in blank and instruments evidencing the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured Pledged Debt (as provided defined in the Collateral Documents and the Intercreditor Security Agreement. Each Holder of Notes) indorsed in blank, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (c) each document (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to enter into any Collateral Document on its behalf) as be filed, registered or recorded in order to create in favor of the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAdministrative Agent, for the benefit of the Trustee Lenders, a perfected Lien on the collateral described therein, prior and superior in right to any other Person (other than with respect to Liens expressly permitted by Section 7.02), which shall have been delivered to the Administrative Agent in proper form for filing, registration or recordation (it being understood that no account control agreements or landlord waivers shall be required to be obtained or otherwise delivered by any of the Loan Parties), and (d) a written opinion (addressed to the Administrative Agent, the Issuing Lenders and the HoldersLenders and dated the Closing Date) of Xxxxxx & Xxxxxxx LLP, duly createdcounsel for the Loan Parties, enforceable in form and perfected Liens substance reasonably satisfactory to the Administrative Agent, covering such other matters relating to the Loan Parties, this Agreement or the Transactions as contemplated hereby and by the Collateral Documents Administrative Agent shall reasonably request (and the Intercreditor AgreementBorrower hereby instructs such counsel to deliver such opinion to the Lenders and the Administrative Agent). In addition, so as the Administrative Agent shall have received the results of recent lien searches in each relevant jurisdiction with respect to render the same available for the security Loan Parties, and benefit of this Indenture and such searches shall reveal no Liens on any of the Notes and any Note Guarantee secured hereby, according assets of the Loan Parties except for Liens permitted by Section 7.02 or Liens to be discharged pursuant to documentation or arrangements reasonably satisfactory to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementAdministrative Agent.

Security Documents. (a) The due and punctual payment provisions of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (Security Agreement are effective to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents Agent for the benefit of the Secured Creditors a legal, valid and enforceable security interest in all right, title and interest of the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing Credit Parties in the Security Agent to enter into any Agreement Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documentsdescribed therein, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsCollateral Agent, for the benefit of the Trustee Secured Creditors, has a fully perfected security interest in all right, title and interest in all of the Holders, duly created, enforceable and perfected Liens Security Agreement Collateral described therein to the extent required thereunder (other than (i) any Security Agreement Collateral consisting of cash not contained in a deposit account or securities account not subject to the “control” (as contemplated hereby and by defined under the UCC) of the Collateral Documents and Agent, (ii) any Security Agreement Collateral consisting of deposit accounts not subject to the Intercreditor Agreement, so “control” (as to render defined under the same available for the security and benefit of this Indenture and UCC) of the Notes Collateral Agent and (iii) any Note Guarantee secured hereby, according other Security Agreement Collateral to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably extent perfection steps are not required to cause be taken pursuant to the Collateral Documents and the Intercreditor Security Agreement with respect to create and maintainsuch Security Agreement Collateral), as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than Permitted Liens. The recordation of (x) the Grant of Security Interest in U.S. Patents, if applicable and (y) the Grant of Security Interest in U.S. Trademarks, if applicable, in the respective form attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as permitted may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the terms of this Indenture Security Agreement, and the Intercreditor recordation of the Grant of Security Interest in U.S. Copyrights, if applicable, in the form attached to the Security Agreement with the United States Copyright Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement.

Security Documents. The due Each of CSSW Parent and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same Borrower shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwisetake, and interest on shall cause the overdue principal of and interest and Additional Amounts (Steel Winds Companies to take, all actions necessary or reasonably requested by the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Administrative Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral maintain each Security Document on its behalf) as the same may be in full force and effect or may be amended from time to time and enforceable in accordance with its terms and authorizes to maintain and directs preserve the Liens created by the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement perfection and priority thereof, including (i) making filings and recordings, (ii) making payments of fees and other charges, (iii) issuing and, if necessary, filing or recording supplemental documentation, including continuation statements, (iv) discharging all claims or other Liens adversely affecting the rights of any additional intercreditor agreement Secured Party in any Collateral, (v) publishing or otherwise delivering notice to third parties and (vi) taking all other actions either necessary or otherwise reasonably requested by the Administrative Agent or Collateral Agent to perform its obligations ensure that all Collateral (including any after-acquired property of CSSW Parent, the Borrower and exercise its rights thereunder the Steel Winds Companies intended to be covered by any Security Document) is subject to a valid and enforceable perfected first-priority (except for, in accordance therewith. The Issuer will deliver to the Trustee copies case of all documents delivered to the Security Agent pursuant to Liens on the Steel Winds Project, Permitted Liens) Lien in favor of the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee Secured Parties. In furtherance of the foregoing, (A) each of CSSW Parent and the HoldersBorrower shall, duly createdand shall cause each of the Steel Winds Companies to, enforceable ensure that all Property acquired by it intended to be covered by a Security Document shall become subject to the Lien of the Security Documents having the priority contemplated thereby promptly upon the acquisition thereof and perfected Liens as contemplated hereby and by the Collateral Documents (B) each of CSSW Parent and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and Borrower shall not open or maintain any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including bank or securities account without first taking all such actions as may be necessary or otherwise reasonably requested by the Trustee) any and all actions reasonably required to cause Administrative Agent or the Collateral Documents and the Intercreditor Agreement Agent to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, ensure that such bank account is subject to a valid and enforceable perfected Liens first priority Lien in and on such favor of the Collateral ranking in right and priority Agent for the benefit of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture Secured Parties and the Intercreditor Agreement“control” (as defined in Section 9-104, 9-105, 9-106 or 9-107 of the UCC) of the Collateral Agent.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee Securities when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee Securities and performance of all other obligations Obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes Securities, the Guarantees, the Intercreditor Agreement and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunderthereunder (including any interest accruing subsequent to the filing of a petition in bankruptcy, are reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), shall be secured by a pledge of a perfected security interest in the Collateral in favor of the Collateral Agent on its behalf and on behalf of the Trustee and the Holders as provided in the Security Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders and the Trustee and pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreement, and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will shall deliver to the Trustee Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 11.01, to assure and confirm to the Trustee that Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee Securities secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeshall, and will shall cause their respective Restricted the Subsidiaries to of the Issuer to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunderthe Guarantors to the Secured Parties under this Indenture, in respect of the CollateralSecurities, the Guarantees, the Intercreditor Agreement and the Security Documents, a valid and enforceable perfected Liens first priority Lien and security interest in and on such all of the Collateral ranking in right and priority (subject to the terms of payment as set forth in the Intercreditor Agreement and the Security Documents), in favor of the Collateral Agent for the benefit of the Holders and the Trustee subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (Subject to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of NotesSection 5.14, the Trustee Legal Reservations and the Perfection Requirements, (a) the Security Agent under this Indenture, the Notes and any Note Guarantee, according Documents are effective to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee Secured Parties, a legal, valid, binding and enforceable security interest in the HoldersCollateral described therein and proceeds and products thereof and (b) the Badcock Security Documents are effective to create in favor of the Collateral Agent, duly createdfor the benefit of the Secured Parties, a legal, valid, binding and enforceable security interest in the Badcock Collateral described therein and proceeds and products thereof. In the case of (i) Pledged Equity Interests and Badcock Pledged Equity Interests represented by certificates, (x) if and when such certificates are delivered to the Collateral Agent or (y) when financing statements in appropriate form are filed in the appropriate filing offices, (ii) the other Collateral described in the Collateral Agreement, which can be perfected Liens by filing a financing statement, when financing statements in appropriate form are filed in the appropriate filing offices and such other filings as contemplated hereby are required in the Collateral Agreement have been completed and (iii) the other Badcock Collateral described in the Badcock Collateral Agreement, which can be perfected by filing a financing statement, when financing statements in appropriate form are filed in the appropriate filing offices and such other filings as are required in the Badcock Collateral Agreement have been completed, the Lien created by the Collateral Documents Agreement or the Badcock Collateral Agreement, as applicable, shall constitute, to the extent such perfection is required by the Collateral Agreement or the Badcock Collateral Agreement, as applicable, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral or the Badcock Collateral, as applicable, and the Intercreditor Agreement, so as to render the same available for the security proceeds and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproducts thereof, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementSecured Obligations.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor Collateral Agreement is effective to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts), when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the Holders, duly created, enforceable filings specified on Schedule 3 to the Guarantee and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render and through the same available for the security and benefit of this Indenture and delivery of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably Pledged Securities required to cause be delivered on the Collateral Documents and the Intercreditor Agreement to create and maintainClosing Date), as security for the Obligations of the Issuer and any Guarantor hereunderObligations, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking each case prior in right and priority to the Lien of payment as set forth any other Person (except (i) in the Intercreditor Agreement and subject to no other Liens case of Collateral other than as Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the terms of this Indenture extent required by the Guarantee and the Intercreditor Collateral Agreement.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor Collateral Agreement is effective to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Material Deposit Accounts and Material Securities Accounts described in the Guarantee and Collateral Agreement, when control agreements with respect to such Material Deposit Accounts and Material Securities Accounts are executed granting “control” (as defined in the UCC) of such accounts to the Collateral Agent and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral and deposit accounts and securities accounts that do not constitute Material Deposit Accounts and Material Securities Accounts),when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the Holders, duly created, enforceable filings specified on Schedule 3 to the Guarantee and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render and through the same available for the security and benefit of this Indenture and delivery of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably Pledged Securities required to cause be delivered on the Collateral Documents and the Intercreditor Agreement to create and maintainClosing Date), as security for the Obligations of the Issuer and any Guarantor hereunderObligations, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking each case prior in right and priority to the Lien of payment as set forth any other Person (except (i) in the Intercreditor Agreement and subject to no other Liens case of Collateral other than as Pledged Securities, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the terms of this Indenture extent required by the Guarantee and the Intercreditor Collateral Agreement.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, and interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, premium, if any, and interest on the Notes and any Note Guarantee and performance of all other obligations Notes Obligations of the Issuer and any Guarantor the Guarantors to the Holders of NotesHolders, the Trustee and or the Security Collateral Agent under this Indenture, the Notes Notes, the Guarantees, the Intercreditor Agreements and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Issuer hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of itself, the Holders and the Trustee and pursuant to the terms of the Security Documents and the Intercreditor AgreementAgreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement Agreements and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will shall deliver to the Trustee Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01, to assure and confirm to the Trustee that Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeshall, and will shall cause their respective the Restricted Subsidiaries to of the Issuer to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Notes Obligations of the Issuer and any Guarantor hereunderthe Guarantors to the Trustee, in respect the Collateral Agent and the Holders of the CollateralNotes under this Indenture, the Notes, the Guarantees, the Intercreditor Agreements and the Security Documents (to the extent required hereby and thereby), a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking in right and priority (subject to the terms of payment as set forth in the Intercreditor Agreement Agreements and the Security Documents), in favor of the Collateral Agent for the benefit of itself, the Holders and the Trustee subject to no other Liens other than as permitted by Permitted Liens, and to otherwise comply with the terms requirements of this Indenture and the Intercreditor AgreementCollateral Requirement.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all Collateral Agreement and each other obligations of the Issuer and any Guarantor Security Document is effective to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee Secured Parties, a valid security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreement and each Foreign Pledge Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests are delivered to the Collateral Agent) or such other actions specified in each Foreign Pledge Agreement are taken, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document (other than deposit accounts), when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Obligations Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3). In the case of Collateral that consists of deposit accounts, when a Control Agreement is executed and delivered by all parties thereto with respect to such accounts, the Collateral Agent, for the benefit of the Issuer Secured Parties, shall have a fully perfected Lien on, and any Guarantor hereundersecurity interest in, in respect all right, title and interest of the Collateral, valid and enforceable perfected Liens Loan Parties in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreementproceeds thereof, as security for the Obligations, prior and superior to any other Person except as provided under the applicable Control Agreement with respect to the financial institution party thereto.

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofCollateral Agent, interestfor the ratable benefit of the Senior Secured Parties, Additional Amounts a legal, valid, binding and premiumenforceable security interest in the Collateral described therein and proceeds thereof, if anysubject to applicable insolvency, on the Notes bankruptcy, reorganization, moratorium, fraudulent transfer and any Note Guarantee when other laws now or hereafter in effect generally affecting rights of creditors and as the same shall be due and payable(including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Securities, upon the earlier of (A) when such Pledged Securities are delivered to the Collateral Agent and (B) when financing statements in appropriate form are filed in the offices specified on an interest payment date, at maturitySchedule 3.19(a); (ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by accelerationthe execution and delivery of Control Agreements providing for “control” as described in Section 9-104 of the UCC; (iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, repurchase, redemption or otherwise, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and interest on (B) the overdue principal execution and delivery of Control Agreements providing for “control” as described in Section 9-106 of the UCC; and interest and Additional Amounts (to iv) in the extent permitted by law), if any, on the Notes and any Note Guarantee and performance case of all other obligations Collateral described therein (other than Mortgaged Properties, Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided Senior Secured Parties in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of such Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Secured Obligations of the Issuer and any Guarantor arising hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect to Permitted Liens, and in respect of Pledged Securities, the Collateral, valid and enforceable perfected Permitted Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms clause (e) of this Indenture and the Intercreditor AgreementSection 6.02).

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Administrative Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein (including any proceeds of any item of Collateral); provided, that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Deposit Accounts (as defined in the Guarantee and Collateral Agreement). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement, when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Administrative Agent and (ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Administrative Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the applicable Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements and the Holders, duly created, enforceable filings specified on Schedule 3 to the Guarantee and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render and through the same available for the security and benefit of this Indenture and delivery of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably Pledged Securities required to cause be delivered on the Collateral Documents and the Intercreditor Agreement to create and maintainClosing Date), as security for the Obligations of the Issuer and any Guarantor hereunderObligations, in respect of the Collateral, valid each case prior and enforceable perfected Liens in and on such Collateral ranking superior in right and priority of payment as set forth to any other Person (except (i) in the Intercreditor Agreement and subject to no other Liens case of Collateral other than as Pledged Stock, Liens permitted by Section 7.3, (ii) in the terms case of this Indenture Collateral consisting of Pledged Shares, Liens permitted by Section 7.3(g) to the extent securing Indebtedness expressly permitted by Section 7.2(u) and (iii) Liens having priority by operation of law) to the Intercreditor extent required by the Guarantee and Collateral Agreement.

Security Documents. The due and punctual payment (a) Each of the principal ofPledge Agreement and the Security Agreement, interestupon execution and delivery thereof by the parties thereto, Additional Amounts will create in favor of the Collateral Trustee, for the ratable benefit of the Secured Parties, a legal, valid and premiumenforceable security interest in the Collateral (as defined in the Security Agreement) and the proceeds thereof and (i) when the Pledged Shares (as defined in the Pledge Agreement) is delivered to the Collateral Trustee together with undated stock powers or allonges, if any, on the Notes and any Note Guarantee when and as the same case may be, for each item of Pledged Shares executed in blank by a duly authorized officer of the pledgor thereof, the Lien created under the Pledge Agreement shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwiseconstitute a fully perfected first priority Lien on, and security interest on the overdue principal of in, all right, title and interest and Additional Amounts (of the Credit Parties in such Pledged Shares to the extent that a security interest in such Pledged Shares may be perfected by the delivery of such Pledged Shares to the Collateral Trustee together with undated stock powers or allonges, as the case may be, for each item of Pledged Shares executed in blank by a duly authorized officer of the pledgor thereof, in each case prior and superior in right to any other Person and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 8.21, the Lien created under the Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Collateral in which a security interest may be perfected by the filing of financing statements under the Uniform Commercial Code, in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by law), if any, on the Notes Section 10.02 and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees subject to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement.

Security Documents. The due and punctual payment (a) In the event that any Senior-Priority Collateral Agent enters into any amendment, waiver or consent in respect of any of the principal Senior-Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, interestany Senior-Priority Security Document or changing in any manner the rights of any parties thereunder, Additional Amounts then such amendment, waiver or consent shall apply automatically to (x) any comparable provision of the Comparable Junior-Priority Security Document without the consent of or action by any Junior-Priority Secured Party (with all such amendments, waivers and premiummodifications subject to the terms hereof); provided, if anyhowever, on that (i) no such amendment, waiver or consent shall have the Notes and effect of removing assets subject to the Lien of any Note Guarantee when and as the same shall be due and payableJunior-Priority Security Document, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (except to the extent that a release of such Lien is permitted or contemplated by lawthis Agreement, (ii) unless such amendment, waiver or consent affects the Senior-Priority Secured Parties in a like or similar manner to the effect on the Junior-Priority Secured Parties (other than by virtue of their relative priorities and rights and obligations hereunder), no such amendment, waiver or consent shall apply automatically to the Comparable Junior-Priority Security Document without the consent of or action by, any Junior-Priority Secured Party, if anysuch amendment, waiver or consent materially and adversely affects the rights of the Junior-Priority Holders, (iii) no such amendment, waiver or consent with respect to any provision applicable to the Agents under the Junior-Priority Documents shall apply automatically to any comparable provision of the Comparable Junior-Priority Security Document, without the prior written consent of such Agents, (iv) notice of such amendment, waiver or consent shall be given to the Junior-Priority Collateral Agents by the Senior-Priority Collateral Agents on the Notes date of its effectiveness (provided that the failure to give such notice shall not affect the effectiveness and any Note Guarantee validity of such amendment, waiver or consent) and performance (v) a copy of all other obligations of such amendment, waiver or consent shall be given by the Issuer and any Guarantor Senior-Priority Collateral Agents to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Junior-Priority Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementAgents.

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal of, interest, Additional Amounts and premium, if any, on Collateral Agent for the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations benefit of the Issuer Secured Parties, a legal, valid and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided enforceable first priority security interest in the Collateral Documents described therein ( including any proceeds of any item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and the Intercreditor Collateral Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, Deposit Accounts (as defined in the provisions providing for foreclosure Guarantee and release Collateral Agreement). In the case of (i) the Pledged Securities described in the Guarantee and Collateral and authorizing the Security Agent to enter into Agreement, when any Collateral Document on its behalf) stock certificates or notes, as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents applicable, representing such Pledged Securities are delivered to the Security Collateral Agent pursuant and (ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral DocumentsAgent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Issuer Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the Parent willfilings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the Parent will cause each delivery of its Restricted Subsidiaries to, do or cause the Pledged Securities required to be done all such acts and things as may be required, or which delivered on the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainClosing Date), as security for the Obligations of the Issuer and any Guarantor hereunderObligations, in respect of the Collateral, valid each case prior and enforceable perfected Liens in and on such Collateral ranking superior in right and priority of payment as set forth to any other Person (except (i) in the Intercreditor Agreement and subject to no other Liens case of Collateral other than as Pledged Stock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the terms of this Indenture extent required by the Guarantee and the Intercreditor Collateral Agreement.

Security Documents. The due To secure the full and punctual payment when due and the full and punctual performance of the principal ofObligations of the parties hereto, interestthe Issuer, Additional Amounts the Guarantors and premium, if anythe Notes Collateral Agent shall, on the Issue Date, enter into certain Notes and any Note Guarantee when and as the same shall Security Documents to be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest executed on the overdue principal of Issue Date and interest may enter into additional Notes Security Documents and Additional Amounts (take or cause to be taken all such actions as may be required to create, perfect and maintain, as security for the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor the Guarantors to the Holders of NotesNotes Collateral Agent, the Trustee and the Security Agent Holders under this Indenture, the Notes, the Guarantees and the Notes Security Documents, a valid and any Note Guaranteeenforceable perfected first-priority Lien and security interest in all of the Collateral to the extent required by the Collateral and Guarantee Requirement in favor of the Notes Collateral Agent for its benefit and the benefit of the Trustee and the Holders, according subject to the terms hereunder or thereunder, are secured as provided in of the Collateral Notes Security Documents and the Intercreditor Agreementthis Indenture. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Notes Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same each may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementAgreements. To the extent any Lien or security interest required pursuant to this Indenture and the Notes Security Documents is not perfected by the Issue Date, the Issuer and the applicable Guarantors shall use their commercially reasonable efforts to perform all acts and things that may be required, to have all such Liens and security interests in the Collateral duly created and enforceable and perfected, to the extent required by this Indenture and the Notes Security Documents, as promptly as practicable and in any event within 120 days following the Issue Date (or such later date as the Bank Collateral Agent may have agreed to under the Senior Credit Facilities), with respect to Collateral that does not constitute Material Real Property, and within the time period specified under Section 10.09 with respect to Material Real Property.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of Collateral Agreement, upon execution and delivery thereof by the Issuer and any Guarantor to the Holders of Notesparties thereto, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided will create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the ratable benefit of the Trustee and the HoldersSecured Parties, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collaterala legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent (or its bailee pursuant to the provisions of the Term Loan/Revolving Credit Intercreditor Agreement), the Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected Liens first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and on such Collateral ranking superior in right and priority of payment to any other person (other than the “Secured Parties” as defined in the Revolving Credit Agreement whose relative rights in the Collateral are set forth in the Term Loan/Revolving Facility Intercreditor Agreement), and (ii) when financing statements in appropriate form are filed in the offices specified in the Perfection Certificate, the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party to the Guarantee and Collateral Agreement in such Collateral to the extent perfection can be obtained by filing Uniform Commercial Code financing statements (other than Patents, Trademarks and Copyrights described in Section 3.19(b)), in each case prior and superior in right to any other person, other than (x) the “Secured Parties” as defined in the Revolving Credit Agreement whose relative rights in the Collateral are set forth in the Term Loan/Revolving Facility Intercreditor Agreement and subject (y) with respect to no other Liens other than as permitted by Section 6.02 that by operation of law or contract have priority over the terms of this Indenture and Liens securing the Intercreditor AgreementObligations.

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement and each Foreign Pledge Agreement is effective to create in favor of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Senior Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. Each Blocked Account Control Agreement is effective to create in favor of the Interim Administrative Agent, for the benefit of the "secured parties" as defined in the Interim Credit Agreement, a legal, valid and enforceable security interest in the Collateral described therein and the Holdersproceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement and each Foreign Pledge Agreement, duly createdwhen stock certificates representing such Pledged Stock are delivered to the Senior Collateral Agent or such other actions specified in each Foreign Pledge Agreement in respect of Borrower’s UK and Irish first-tier Subsidiaries are taken, enforceable and in the case of the other Collateral described in the Guarantee and Collateral Agreement (other than deposit accounts) when financing statements and other filings specified on Schedule 5.19(a) of the Disclosure Letter in appropriate form are filed in the offices specified on Schedule 5.19(a) of the Disclosure Letter, the Guarantee and Collateral Agreement and each such Foreign Pledge Agreement shall constitute a fully perfected Liens as contemplated hereby Lien on, and by security interest in, all right, title and interest of the Loan Parties in such Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Obligations Senior Obligations, in each case prior and superior in right to any other Person (except, (x) in the case of the Issuer and any Guarantor hereunderBlocked Accounts, Liens in respect favor of the CollateralInterim Administrative Agent and (y) in the case of Collateral other than Pledged Stock and the Blocked Accounts, valid Liens permitted by Section 8.3). In the case of Collateral described in the Blocked Account Control Agreements, when each Blocked Account Control Agreement is executed and enforceable delivered by all parties thereto, the Interim Administrative Agent, for the benefit of the "secured parties" as defined in the Interim Credit Agreement, shall have a fully perfected Liens Lien on, and security interest in, all right, title and interest of the Borrower in and on such Collateral ranking and the proceeds thereof, as security for the Interim Obligations (as defined in the Interim Credit Agreement), prior and superior in right to any other Person except as provided under the applicable Blocked Account Control Agreement with respect to the securities intermediary a party thereto. In the case of Collateral that consists of deposit accounts, when a Control Agreement is executed and priority delivered by all parties thereto with respect to such accounts, the Senior Collateral Agent, for the benefit of payment as set forth the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture such Collateral and the Intercreditor Agreementproceeds, prior and superior in right to any other Person except as provided under the applicable Control Agreement with respect to the securities intermediary a party thereto.

Security Documents. (a) The due Pledge and punctual payment of the principal ofSecurity Agreement is effective to create, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee Secured Parties a legal, valid, binding and enforceable security interest in the Collateral described therein and the Holdersproceeds thereof and (i) in the case of Pledged Collateral (as defined in the Pledge and Security Agreement) consisting of Instruments (as defined in the Pledge and Security Agreement) and Certificated Securities (as defined in the Pledge and Security Agreement), duly created, enforceable and perfected Liens as contemplated hereby and by upon the earlier of (A) when such Pledged Collateral (in each case properly endorsed for transfer to the Collateral Documents Agent or in blank) is delivered to the Collateral Agent (B) when financing statements in appropriate form are filed in the offices specified on Schedule 3 (Filings) to the Pledge and the Intercreditor Security Agreement, so as to render (ii) in the same available for case of all Collateral in which a security interest may be perfected by filing a financing statement under the security and benefit of this Indenture and UCC, the completion of the Notes filings and any Note Guarantee secured hereby, according other actions specified on Schedule 3 (Filings) to the intent Pledge and purposes herein expressed. The Issuer Security Agreement (which, in the case of all filings and any Guarantor will each takeother documents referred to on such schedule, have been delivered to the Collateral Agent in completed and duly executed form), (iii) the execution and delivery of Securities Account Control Agreements with respect to Investment Property (as defined in the Pledge and Security Agreement) not in certificated form, (iv) the execution and delivery of Deposit Account Control Agreements with respect to all Deposit Accounts of a Grantor and (v) all appropriate filings having been made with the United States Copyright Office, the Pledge and Security Agreement shall constitute a fully perfected Lien on, and will cause their respective Restricted Subsidiaries security interest in, all right, title and interest of the Secured Parties in such Collateral and proceeds thereof. Such security interest shall be prior to take (including as may be requested by the Trustee) any and all actions reasonably required to cause other Liens on the Collateral Documents and except for Customary Permitted Liens having priority over the Intercreditor Agreement to create and maintain, as security for the Obligations Collateral Agent’s Lien by operation of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than law or otherwise as permitted by the terms of under this Indenture and the Intercreditor Agreement.

Security Documents. The From and after the Issue Date and upon the execution and delivery of the Intercreditor Agreements (or joinders thereto) and the Security Documents, the due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, Additional Interest, if any, or interest on the any series of Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturityMaturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, premium, if any, Additional Interest, if any, or interest on the such series of Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor Covenant Parties to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, such Notes, the Notes related Note Guarantees, the Intercreditor Agreements and any Note Guaranteethe Security Documents with respect to such series of Notes, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the First Lien Notes Obligations, subject to the terms of the Intercreditor Agreements. The Trustee and the Covenant Parties hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral in trust for the benefit of the Holders of such series of Notes, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor AgreementAgreements. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, including the provisions providing for the possession, use, release and foreclosure of Collateral) and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with its their terms and this Indenture and the Intercreditor Agreements, and authorizes and directs the Security Notes Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement Agreements or joinders thereto on the Issue Date, and at any additional intercreditor agreement time after the Issue Date, if applicable, and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will Upon the execution and delivery of the Security Documents, the Issuers shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to be filed pursuant to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which reasonably required by the Security Agent from time to time may reasonably requestnext sentence of this Section 12.01, to assure and confirm to the Trustee that Notes Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer Issuers and any Guarantor will each takeCovenant Parent shall, and will shall cause their respective Restricted Subsidiaries to the other Covenant Parties to, take (including as may be requested by the Trustee) any and all actions reasonably and make all filings (including the filing of UCC financing statements, continuation statements and amendments thereto) required to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer other Covenant Parties to the secured parties under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreements and any Guarantor hereunderthe Security Documents, in respect of the Collateral, a valid and enforceable perfected Liens Lien and security interest in and on such all of the Collateral ranking in right and priority (subject to the terms of payment as set forth in the Intercreditor Agreement Agreements and the Security Documents), in favor of the Notes Collateral Agent for the benefit of the Holders and the Trustee subject to no other Liens other than as permitted by Permitted Liens. It is further understood and agreed that there shall be no Security Document (or other security agreements or pledge agreements) governed under the terms laws of this Indenture and the Intercreditor Agreementany non-U.S. jurisdiction.

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement and the Texas Genco Security Agreement are effective to create in favor of the principal ofapplicable Collateral Trustee, interestfor the ratable benefit of the Secured Parties, Additional Amounts a legal, valid, binding and premiumenforceable security interest in the Collateral described therein and proceeds thereof, if anysubject to applicable insolvency, on the Notes bankruptcy, reorganization, moratorium, fraudulent transfer and any Note Guarantee when other laws now or hereafter in effect generally affecting rights of creditors and as the same shall be due and payable(including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Securities, upon the earlier of (A) when such Pledged Securities are delivered to the applicable Collateral Trustee and (B) when financing statements in appropriate form are filed in the offices specified on an interest payment dateSchedule 3.19(a), at maturity(ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by accelerationthe execution and delivery of control agreements providing for “control” as described in Section 9-104 of the UCC, repurchase(iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, redemption or otherwise, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and interest on (B) the overdue principal execution and delivery of control agreements providing for “control” as described in Section 9-106 of the UCC and interest and Additional Amounts (to iv) in the extent permitted by law), if any, on the Notes and any Note Guarantee and performance case of all other obligations Collateral described therein (other than Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement and the Texas Genco Security Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided Secured Parties in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of such Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Guaranteed Obligations of the Issuer and any Guarantor hereunder, in respect each case prior and superior to the rights of the Collateralany other Person (except, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens case of all Collateral other than as permitted by the terms of this Indenture and the Intercreditor AgreementPledged Securities, with respect to Permitted Liens).

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, interestfor the ratable benefit of the Secured Parties, Additional Amounts a legal, valid and premiumenforceable security interest in the Collateral described therein and the proceeds thereof. In the case of the Pledged Stock, if any, on described in the Notes Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any Note Guarantee other applicable jurisdiction (“Certificated Securities”), when and as certificates representing such Pledged Stock together with applicable endorsements are delivered to the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwiseAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement and with respect to which a security interest can be perfected by the filing of a financing statement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the overdue principal of offices specified on Schedule 4.19(a) and interest and Additional Amounts (to the extent permitted by law)other actions, if any, set forth on Schedule 3 to the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of NotesCollateral Agreement have been taken, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAdministrative Agent, for the benefit of the Trustee Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Obligations Obligations, in each case prior and superior in right to any other Person to the extent such Lien can be perfected by such actions and such filings under U.S. law (except, in the case of Collateral other than Pledged Stock, Liens expressly permitted to have priority by Section 7.3). As of the Issuer and Closing Date, no Loan Party that is a limited liability company or partnership has any Guarantor hereunder, in respect Capital Stock that is a Certificated Security. As of the CollateralClosing Date, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementLoan Party that is a limited liability company or partnership has any Capital Stock that is a Certificated Security.

Security Documents. (a) The due and punctual payment Security Documents are effective to create in favor of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee Secured Parties referred to therein, a legal, valid and enforceable security interest (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the Holders, duly created, enforceable implied covenants of good faith and perfected Liens as contemplated hereby and fair dealing) in the Collateral described therein (including any proceeds of any item of Collateral) to the extent required by the Collateral Documents and Security Documents. In the case of (i) the Pledged Securities described in the Security Agreement, when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Term Agent (as agent for the Agent pursuant to the Intercreditor Agreement) and (ii) the other Collateral described in the Security Documents, so when financing statements in appropriate form are filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 5.17 (which financing statements have been duly completed and executed (as applicable) and delivered to render the same available for Agent) and such other filings as are specified on Schedule 5.17 are made, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and benefit of this Indenture and interest of the Notes and Loan Parties in such Collateral (including any Note Guarantee secured hereby, according proceeds of any item of Collateral) (to the intent extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 5.17 and purposes herein expressed. The Issuer and any Guarantor will each takethe filings specified on Schedule 5.17, and will cause their respective Restricted Subsidiaries to take (including as may be requested by through the Trustee) any and all actions reasonably delivery of the Pledged Securities required to cause be delivered on the Collateral Documents and the Intercreditor Agreement to create and maintainClosing Date), as security for the Obligations Obligations, in each case prior and superior in right to any other Person (except (i) Liens in favor of the Issuer and any Guarantor hereunderTerm Agent, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth (ii) in the Intercreditor Agreement and subject to no other Liens case of Collateral other than as Pledged Securities, Liens permitted by Section 7.01 and (iii) Liens permitted by Section 7.01 which otherwise, by operation of law or contract, have priority over the terms of this Indenture and Liens securing the Intercreditor AgreementObligations) to the extent required by the Security Documents.

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement, Irish Debenture, Irish Share Charge and Bermuda Debenture and any other Security Document are effective to create, for as long as Essent shall not have obtained an Investment Grade Rating, in favor of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAdministrative Agent, for the benefit of the Trustee Lenders, a legal, valid and (in the case of Essent IIH, once registered in compliance with the provisions of section 409 of the Irish Companies Act) enforceable security interest in the Collateral described therein in which a security interest can be created under applicable law and proceeds thereof. In the case of the Pledged Stock that constitutes a “certificated security” as defined in Article 8 of the UCC or other applicable law, described in the Guarantee and Collateral Agreement, Irish Debenture, Irish Share Charge and Bermuda Debenture, when stock certificates representing such Pledged Stock are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral described in the Guarantee and Collateral Agreement, Irish Debenture, Irish Share Charge or Bermuda Debenture, when financing statements and other filings and actions specified on Schedule 3 of the Guarantee and Collateral Agreement, Irish Debenture, Irish Share Charge and Bermuda Debenture are filed in appropriate form in the offices specified on Schedule 3.20(a) (and, in the case of Essent IIH, when all required filings are carried out in accordance with section 409 of the Irish Companies Act) or such actions are appropriately taken, as applicable, the Guarantee and Collateral Agreement, Irish Debenture, Irish Share Charge and Bermuda Debenture shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral in which a security interest can be perfected by the filing of such financing statements and with respect to registered Intellectual Property, the filing of short form security agreements in appropriate form with the U.S. Copyright Office and/or the U.S. Patent and Trademark Office, as applicable, and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Obligations of (as defined in the Issuer Guarantee and any Guarantor hereunderCollateral Agreement), in respect of the Collateral, valid each case prior and enforceable perfected Liens in and on such Collateral ranking superior in right and priority of payment as set forth to any other Person (except, in the Intercreditor Agreement and subject to no other Liens case of Collateral other than as Pledged Stock, Liens permitted by the terms of this Indenture and the Intercreditor AgreementSection 6.3).

Security Documents. (i) The due and punctual payment results, dated as of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (a recent date prior to the extent permitted by law)Effective Date, if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided searches conducted in the Collateral Documents and UCC filing records in the Intercreditor Agreement. Each Holder of Notesjurisdiction in which the Borrower is located, by its acceptance thereof, consents and agrees which in each case shall have revealed no Liens with respect to the terms any of the Collateral Documents except Permitted Encumbrances or Liens as to which Administrative Agent shall have received (and is authorized to file) termination statements or documents (Form UCC-3 or such other termination statements or documents as shall be required by applicable law) fully executed or in appropriate form for filing. (ii) Evidence that all filings, registrations and recordings have been made in the Intercreditor Agreement appropriate governmental offices, and any additional intercreditor agreement (includingall other action has been taken, without limitationthat Administrative Agent deems necessary or desirable in order to create, in favor of Administrative Agent on behalf of the provisions providing for foreclosure and release of Secured Parties, a perfected first-priority Lien on the Collateral and authorizing described in the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than except for Permitted Encumbrances, including the receipt of fully executed Control Agreements as permitted by the terms of this Indenture required hereby, and the Intercreditor Collateral Access Agreements required to be delivered pursuant to the Security Agreement. (iii) The results, dated as of a recent date prior to the Effective Date, of searches conducted in the PPSA filing records in the provinces in which any personal property Collateral is located, which in each case shall have revealed no Liens with respect to any of the Collateral except Permitted Encumbrances or Liens as to which Administrative Agent shall have received (and is authorized to file) termination statements or documents (PPSA terminations or equivalent or such other termination statements or documents as shall be required by applicable law) fully executed or in appropriate form for filing. Without limiting the foregoing, the Borrower shall deliver: all promissory notes, if any, evidencing all Indebtedness owed to the Borrower as of the Effective Date after giving effect to the Transactions to the extent required to be pledged pursuant to the Security Agreement, and instruments of transfer, endorsed in blank, with respect to such promissory notes; and all documentation, including UCC Financing Statements, PPSA financing statements or their equivalent required by law or reasonably requested by Administrative Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement, Canadian Security Agreement, the German Security Agreement or the Swiss Security Agreement.

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAdministrative Agent, for the benefit of the Trustee Lenders, a legal, valid and enforceable security interest in the Collateral as defined therein and proceeds thereof. In the case of (i) the Pledged Collateral described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Collateral are delivered to the Administrative Agent, (ii) the UCC Collateral, when financing statements specified on Schedule 3.19(a) in appropriate form are filed in the offices specified on Schedule 3.19(a), (iii) in the case of Collateral Deposit Accounts and Lock Boxes (as such terms are defined in the Guarantee and Collateral Agreement), upon the depository in which such accounts or lock boxes are maintained agreeing that it will comply with the instructions originated by the Administrative Agent directing disposition of the funds or items in such accounts or lock boxes without further consent from the owner of such accounts or lock boxes, and (iv) the Registered Intellectual Property described in the Guarantee and Collateral Agreement, when (A) the security interests granted in the Guarantee and Collateral Agreement in Patents, Trademarks and Copyrights are recorded in the applicable Intellectual Property registries, including United States Patent and Trademark Office and the HoldersUnited States Copyright Office and (B) when financing statements are filed in such Borrower or Guarantor’s jurisdiction of organization, duly createdthe Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, enforceable and perfected Liens as contemplated hereby security interest in, all right, title and by interest of the Collateral Documents Borrower and the Intercreditor AgreementGuarantors in such Pledged Collateral, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured herebyUCC Collateral, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeCollateral Deposit Accounts, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents Lock Boxes, Registered Intellectual Property and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Obligations of (as defined in the Issuer Guarantee and any Guarantor hereunderCollateral Agreement), in respect each case prior and superior in right to any other Person (except, in the case of the Collateral other than Pledged Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and permitted by Section 6.2) subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement.

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAdministrative Agent, for the benefit of the Trustee Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Capital Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Capital Stock (and constituting “certificated securities” within the meaning of the UCC) are delivered to the Administrative Agent, in the case of any deposit accounts, when control agreements have been executed with respect to such deposit accounts, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.18(a)-1 and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the Holders, duly created, enforceable proceeds and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproducts thereof, as security for the Obligations of (as defined in the Issuer Guarantee and Collateral Agreement), in each case prior and superior in right to any Guarantor hereunderother Person (except Permitted Liens). Schedule 3.18(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, the Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, authenticated by the relevant secured party, in respect of the Collateral, valid and enforceable perfected Liens in and on each such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementUCC Financing Statement.

Security Documents. The due and punctual payment provisions of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (Security Agreement are effective to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents Agent for the benefit of the Secured Creditors a legal and valid security interest in all right, title and interest of the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release Credit Parties in all of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral DocumentsCollateral, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsCollateral Agent, for the benefit of the Trustee Secured Creditors, has (or upon the filing of financing statements and intellectual property filings, entry into of Control Agreements and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and taking of possession by the Collateral Documents and Agent (or its agent, bailee or designee, including the Collateral Agent under the Priming Term Loan Agreement in accordance with the ABL Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and ) of the Notes and any Note Guarantee secured hereby, according Security Agreement Collateral with respect to which a security interest may be perfected only by possession will have) (x) a First Priority (subject to the intent ABL Intercreditor Agreement) perfected security interest in all right, title and purposes herein expressed. The Issuer interest in all of the Security Agreement Collateral described therein that is ABL Facility Priority Collateral and any Guarantor will (y) a Second Priority (subject to the ABL Intercreditor Agreement) perfected security interest in all right, title and interest in all of the Security Agreement Collateral described therein that is Term Loan Priority Collateral (in each takecase, except for Excluded Deposit Accounts and will cause their respective Restricted Subsidiaries Securities Accounts over which Control Agreements are not required pursuant to take (including as may be requested Section 5.03(b) or 10.12, or for Collateral for which possession or control is required for perfection and such possession or control is not otherwise required by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainSecurity Agreement), as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by Permitted Liens (it being understood that the Permitted Liens described in Section 10.01(d) are subject to the terms of this Indenture the ABL Intercreditor Agreement and the Permitted Liens described in Section 10.01(g) are subject to the ABL Intercreditor Agreement and the Subordination Agreement, as applicable). The recordation of (a) the Grant of Security Interest in U.S. Patents and (b) the Grant of Security Interest in U.S. Trademarks in the respective forms attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement.

Security Documents. (a) The due and punctual payment Collateral Agreement is effective to create in favor of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts Administrative Agent (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee Secured Parties) a legal, valid and enforceable security interest in the HoldersCollateral described therein and proceeds thereof. In the case of the Pledged Collateral described in the Collateral Agreement, duly createdwhen certificates or promissory notes, enforceable and perfected Liens as contemplated hereby and applicable, representing such Pledged Collateral are delivered to the Administrative Agent (together with transfer powers or endorsements executed in blank), in the case of Deposit Accounts, when Deposit Account Control Agreements are entered into by the Collateral Documents and the Intercreditor AgreementAdministrative Agent (or, so long as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement is in effect and the ABL Agent is acting as agent for the Administrative Agent pursuant thereto for purposes of establishing control (as such term is defined in Section 9-104 of Article 9 of the UCC) over such Collateral, the ABL Agent), and in the case of the other Collateral described in the Collateral Agreement (other than registered copyrights and copyright applications), when financing statements and other filings described on Schedule 3.17 are filed in the offices specified on Schedule 3.17, the Administrative Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to create and maintainSection 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations of the Issuer and any Guarantor hereunderObligations, in respect each case to the extent security interests in such Collateral can be perfected by delivery of the such certificates or notes, as applicable, representing Pledged Collateral, valid the execution of Deposit Account Control Agreements or the filing Uniform Commercial Code financing statements, as applicable, in each case prior and enforceable perfected Liens in and on such Collateral ranking superior in right and priority of payment as set forth to any other person (except, in the Intercreditor Agreement and subject to no other Liens case of Collateral other than as Pledged Collateral, Liens expressly permitted by the terms Section 6.02 and Liens having priority by operation of this Indenture and the Intercreditor Agreementlaw).

Security Documents. The due and punctual payment (a) Subject to (y) in the case of the principal ofDebtors, interestthe entry of the Orders and (z) in the case of UK Loan Parties and UK Security Documents, Additional Amounts the UK Legal Reservations and premiumthe UK Perfection Requirements, if anyeach of the Security Documents are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwisevalid, and enforceable security interest on the overdue principal of in all right, title and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided Loan Parties party thereto in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documentsdescribed therein, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsCollateral Agent, for the benefit of the Trustee Secured Parties, has a fully perfected security interest in all right, title and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by interest in all of the Collateral Documents described therein, with (A) in the case of the Debtors, such priority as provided for in the Orders and (B) in the Intercreditor case of the other Loan Parties, first priority, and in each case subject to Permitted Liens. In the case of Collateral owned by Subsidiary Guarantors that are Domestic Subsidiaries which are not Debtors, (A) when financing statements are filed in the offices specified in the schedules to the Pledge and Security Agreement, so as to render the same available Collateral Agent (for the security and benefit of this Indenture the Secured Parties) shall have a fully perfected Lien (subject to all Permitted Liens) on, and security interest in, all right, title and interest of such Subsidiary Guarantors in such Collateral and, subject to Section 9-315 of the Notes and any Note Guarantee secured hereby, according New York Uniform Commercial Code (to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeextent applicable), and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except Permitted Liens) and (B) the recordation of (x) the grant of security interest in U.S. Patents, if applicable, and (y) the grant of security interest in U.S. Trademarks, if applicable, in the respective form attached to the Pledge and Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Pledge and Security Agreement, will create, to the extent as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Pledge and Security Agreement, and the recordation of the Issuer and any Guarantor hereundergrant of security interest in U.S. Copyrights, if applicable, in respect of the Collateralform attached to the Pledge and Security Agreement with the United States Copyright Office, valid together with filings on Form UCC-1 made pursuant to the Pledge and enforceable Security Agreement, will create, to the extent as may be perfected Liens in by such filings and on such Collateral ranking in right and priority of payment as set forth recordation, a perfected security interest in the Intercreditor Agreement and subject to no other Liens other than as permitted United States copyrights covered by the terms of this Indenture Pledge and the Intercreditor Security Agreement.

Security Documents. The due Guarantee and punctual payment Collateral Agreement, upon execution and delivery thereof by the parties thereto, will create in favor of the principal ofCollateral Agent, interestfor the ratable benefit of the Secured Parties, Additional Amounts a legal, valid and premiumenforceable security interest in all right, if anytitle and interest of the Loan Parties in the Collateral and the proceeds thereof, on to the Notes and any Note Guarantee when and as extent a security interest therein can be created under the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwiseNew York UCC, and interest on (ax) when the overdue principal of and interest and Additional Amounts Pledged Collateral is delivered to the Collateral Agent (to the extent permitted required by lawthe Guarantee and Collateral Agreement), if any, on the Notes and any Note Lien created under the Guarantee and performance of all other obligations Collateral Agreement shall, to the extent such Lien can be perfected under the Uniform Commercial Code in effect in the jurisdiction of the Issuer applicable Loan Party, constitute a fully perfected first priority Lien on, and any Guarantor to the Holders of Notessecurity interest in, the Trustee all right, title and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms interest of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (includingLoan Parties in such Pledged Collateral, without limitationin each case, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent subject to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as prior and superior in right to render any other Person, (bsubject to Permitted Liens, (y) when Account Control Agreements are entered into with respect to any deposit account constituting Collateral, the same available for Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and benefit of this Indenture and interest of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunderLoan Parties in such Collateral, in respect of the Collateraleach case, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement, prior and superior in right to any other Person, subject to Permitted Liens, and (cz) except to the extent a security interest in the Collateral cannot be perfected by the filing of a financing statement under the Uniform Commercial Code in effect in the jurisdiction of formation of the applicable Loan Party, when financing statements in appropriate form are filed in the offices specified on Schedule 3.19, the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in all Collateral, in each case, subject to the Intercreditor Agreement, prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02; provided that, notwithstanding any Liens permitted by Section 6.02, there are no such prior or superior Liens on any Management Fees (or the right to receive Management Fees), Equity Interests or, except for Liens permitted by Section 6.02(a), Intellectual Property, in each case to the extent constituting Collateral).

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor Collateral Agreement is effective to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein of a type in which a security interest can be created under Article 9 of the UCC (including any proceeds of any such item of Collateral) except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the Holdersimplied covenants of good faith and fair dealings; provided that for purposes of this Section 4.17(a), duly createdCollateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and Collateral Agreement (the “Excluded Collateral”). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Capital Stock) when any stock certificates or notes, enforceable as applicable, representing such Pledged Securities are delivered to the Collateral Agent, (ii) the Intellectual Property registrations and perfected Liens applications described in the Guarantee and Collateral Agreement, when applicable intellectual property filings with the United States Patent and Trademark Office or the United States Copyright Office are made with respect to the security interest of the Collateral Agent, and (iii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral, deposit accounts and securities accounts), when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 (as contemplated hereby and such schedule may be supplemented by the Borrower from time to time to reflect the acquisition or creation of new Subsidiaries, if applicable) (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral Documents Agent) and such other filings as are specified on Schedule 7 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements and the Intercreditor filings specified on Schedule 7 to the Guarantee and Collateral Agreement, so as to render and through the same available for the security and benefit of this Indenture and delivery of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainPledged Securities), as security for the Obligations of the Issuer and any Guarantor hereunderObligations, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking each case prior in right and priority to the Lien of payment as set forth any other Person (except (i) in the Intercreditor Agreement and subject to no other Liens case of Collateral other than as Pledged Securities, Liens permitted by Section 7.3 which by operation of law or contract would have priority over the terms Liens securing the Obligations and (ii) Liens having priority by operation of this Indenture law) to the extent required by the Guarantee and the Intercreditor Collateral Agreement.

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAdministrative Agent, for the benefit of the Trustee Secured Parties, a legal, valid and enforceable security interest under U.S. law in the Collateral described therein and proceeds thereof, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Administrative Agent, in the case of any Securities Account or Deposit Account of the Borrower or Guarantor (as applicable), upon effectiveness of appropriate Control Agreements in accordance with Section 5.8 of the Guarantee and Collateral Agreement with respect thereto, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements (to the extent such personal property may be perfected through the filing of a UCC financing statement) and other filings specified in Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Obligations of the Issuer and any Guarantor hereunderObligations, in respect of the Collateral, valid each case prior and enforceable perfected Liens in and on such Collateral ranking superior in right and priority to any other Person (except, in the case of payment Collateral other than Pledged Stock, Liens permitted by Section 7.3). Except as set forth in on Schedule 4.19(a), as of the Intercreditor Agreement and subject to no other Liens other than as permitted by Closing Date, none of the terms Borrower, the Parent Guarantors or any Subsidiary Guarantor that is a limited liability company, exempted limited partnership or partnership own any Capital Stock of this Indenture and the Intercreditor Agreementa Subsidiary that is a not Certificated Security.

Security Documents. The due and punctual payment Without limiting the foregoing, each of the principal ofDeeds of Trust and the other Loan Documents which secure Borrowers’ indebtedness and obligations under the Loan Documents (but excluding those documents which expressly do not secure Borrowers’ indebtedness and obligations under the Loan Documents) shall secure, interestin addition to all other indebtedness and obligations secured thereby, the Additional Amounts Advance and premiumthe payment and performance of all present and future indebtedness and obligations of Borrowers under this Agreement, if anythe Note, on the Notes and any Note Guarantee when and all amendments, modifications, renewals and/or extensions of this Agreement or the Note, regardless of whether any such amendment, modification, renewal or extension is evidenced by a new or additional instrument, document or agreement. Each of the Borrowers acknowledges, agrees and reaffirms that the Deeds of Trust secure, in addition to all other indebtedness and obligations stated or specified therein to be secured thereby, (i) all indebtedness and obligations owing under the Loan Agreement, as previously amended and as amended hereby (and as the same shall may hereafter be due further amended or modified from time to time), (ii) all indebtedness and payableobligations owing under the Note (as the same may hereafter be further amended or modified from time to time), whether on an interest payment date, at maturity, by acceleration, repurchase, redemption (iii) all indebtedness and obligations owing under or otherwise, in connection with any and interest on the overdue principal of and interest and Additional Amounts all Swap Contracts between Agent or any Lender (or their respective Affiliates and/or successors (to the extent permitted by lawsuch Swap Contract was executed in connection with the Loan)) and any one or more Borrowers (or their Affiliates (to the extent such Swap Contract was executed in connection with the Loan)), if any, on the Notes and any Note Guarantee and performance of (iv) all other obligations owing under each of the Issuer and any Guarantor to Deeds of Trust. The Deeds of Trust shall not secure the Holders of NotesEnvironmental Indemnity, the Trustee and the Security Agent under this IndentureGuaranty, the Notes and or any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral other Loan Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause that is expressly stated to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreementunsecured.

Security Documents. The due Each Guaranty and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure each other Security Document executed and release delivered by a Loan Party is effective to create in favor of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee Secured Parties, a valid and enforceable security interest in the Collateral described therein, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting generally the enforcement of creditors’ rights, by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and an implied covenant of good faith and fair dealing. Subject to the terms of the Intercreditor Agreements and except as otherwise provided under Applicable Law (including the UCC and PPSA), in the case of (i) the Pledged Interests described in any Guaranty and Security Agreement (which Pledged Interests, if represented by stock certificates (and constituting “certificated securities” within the meaning of the UCC and the HoldersPPSA, duly createdas applicable), enforceable have not been delivered to any Person other than Agent (except as agreed by the Agent and for which arrangements have been made for their delivery to the Agent)), upon the taking of possession or control by the Agent of such Pledged Interests, (ii) Collateral with respect to which a security interest may be perfected only by possession or control, upon the taking of possession or control by Agent (or the ABL Agent in the case of the ABL Priority Collateral prior to the Discharge of ABL Obligations) of such Collateral, and (iii) the other personal property Collateral described in any Guaranty and Security Agreement, when financing statements in appropriate form are filed in the appropriate filing offices and such other filings as are specified by any Guaranty and Security Agreement have been completed, the Liens on the Collateral created by any Guaranty and Security Agreement, shall constitute fully perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according on (to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeextent that perfection can be achieved under Applicable Law by making such filings or recordings or taking such possession or control), and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any security interests in, all right, title and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintaininterest of Loan Parties in such Collateral, as security for the Obligations Obligations, in each case prior to the Liens of any other Person (except Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, the interests of lessors under Capital Leases, and, subject to the ABL Intercreditor Agreement, Liens granted to the ABL Agent on ABL Priority Collateral pursuant to the ABL Documents or Liens granted in connection with Incremental Equivalent Debt (other than Incremental Equivalent Junior Debt)). Except as otherwise provided under Applicable Law, in the case of the Issuer mortgaged property described in the Mortgages, when such Mortgages in appropriate form are filed in the appropriate filing offices and any Guarantor hereundersuch other filings as are specified by the Mortgages have been completed, the Liens on the Collateral created by the Mortgages, shall constitute fully perfected Liens on (to the extent that perfection can be achieved under Applicable Law by making such filings or recordings), and security interests in, all right, title and interest of Loan Parties in such mortgaged property, as security for the Obligations, in respect each case prior to the Liens of any other Person (except Permitted Liens which are non-consensual Permitted Liens, permitted purchase money Liens, the Collateralinterests of lessors under Capital Leases, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and and, subject to no other the ABL Intercreditor Agreement, Liens granted to the ABL Agent on ABL Priority Collateral pursuant to the ABL Documents or Liens granted in connection with Incremental Equivalent Debt (other than as permitted by the terms of this Indenture and the Intercreditor AgreementIncremental Equivalent Junior Debt)).

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of Collateral Agreement, upon execution and delivery thereof by the Issuer and any Guarantor parties thereto, will be effective to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee and the HoldersSecured Parties, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collaterala legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) (or certificates or notes, as applicable, presenting such Pledged Collateral) and the proceeds thereof except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium (or similar laws affecting the enforcement of creditors’ rights generally), by equitable principles (whether enforcement is sought by proceedings in equity or at law), implied covenants of good faith and fair dealing and by applicable Gaming Laws (including licensing, qualification and suitability approvals required by any Gaming Authority) and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent, the Lien created under Guarantee and Collateral Agreement shall (subject to the further requirements of relevant Gaming Authorities) constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral to the extent that a Lien in such Pledged Collateral can be perfected by delivery, in each case prior and superior in right to any other person (except with respect to (A) Liens expressly permitted under Section 6.02 and (B) Liens having priority by operation of law), and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.18(a), the Lien created under the Guarantee and on Collateral Agreement will (subject to the further requirements of relevant Gaming Authorities) constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral ranking to the extent that a Lien in such Collateral can be perfected by filing of financing statements (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement, and other Collateral with respect to which possession or control is required for perfection), in each case prior and superior in right and priority of payment as set forth in the Intercreditor Agreement and subject to no any other Liens person, other than as with respect to (A) Liens expressly permitted by the terms of this Indenture Section 6.02 and the Intercreditor Agreement(B) Liens having priority by law.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. a) Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents Agreement, each UK Collateral Agreement (when executed and the Intercreditor delivered) and each Israeli Collateral Agreement (when executed and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release delivered) is effective to create in favor of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, (for the benefit of the Trustee Secured Parties) a legal, valid and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by security interest in the Collateral Documents described therein and proceeds thereof. As of the Intercreditor Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement, so when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to render be delivered under the same available applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property (as defined in the Collateral Agreement)), when financing statements and other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the security and benefit of this Indenture the Secured Parties) shall have a perfected Lien on, and security interest in, all right, title and interest of the Notes and any Note Guarantee secured herebyLoan Parties in such Collateral and, according subject to Section 9-315 of the intent and purposes herein expressed. The Issuer and any Guarantor will each takeNew York Uniform Commercial Code, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Obligations to the extent perfection in such Collateral can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except for Permitted Liens). In the case of Collateral described in any Israeli Collateral Agreement (other than the Israeli Share Pledge), when filed with the Israeli Registrar of Companies, the first ranking floating charge created under such Israeli Collateral Agreement will constitute a fully perfected first ranking floating charge in all rights, title and interest of the Issuer applicable Israeli Subsidiary Loan Party in such Collateral (subject to Permitted Liens), if filed with the Israeli Registrar of Companies within 21 days of execution thereof; and any Guarantor hereunderin the case of Collateral described in the Israeli Share Pledge, when filed with the Israeli Registrar of Pledges, the first ranking fixed charge created under the Israeli Share Pledge will constitute a fully perfected first ranking fixed charge in respect all rights, title and interest of the Collateral, valid and enforceable perfected Liens Borrower in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and (subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens).

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance Security Agreement is effective to create in favor of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the CAA Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Capital Stock described in the Guarantee and Security Agreement, when any stock certificates representing such Pledged Capital Stock are delivered to CAA Collateral Agent and, in the case of Pledged Capital Stock that is a “security” (as defined in the UCC) but is not evidenced by a certificate, when an instructions agreement, substantially in the form of Annex A to the Guarantee and Security Agreement, has been delivered to CAA Collateral Agent, and in the case of any other Collateral described in the Guarantee and Security Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.21(a)-1 (which financing statements may be filed by CAA Collateral Agent) at any time and such other filings as are specified on Schedule 2 to the Guarantee and Security Agreement have been completed (all of which filings may be filed by CAA Collateral Agent) at any time, the Guarantee and Security Agreement shall constitute a valid Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the Holders, duly created, enforceable proceeds and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproducts thereof, as security for the Obligations of (as defined in the Issuer Guarantee and Security Agreement), in each case prior and superior in right to any Guarantor hereunderother Person (except Permitted Liens). Schedule 3.21(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule 3.21(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date; and on or prior to the Closing Date, Borrower will have delivered to CAA Collateral Agent, or caused to be filed, duly completed UCC termination statements, signed by the relevant secured party, in respect of the Collateral, valid and enforceable perfected Liens in and on each such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementUCC Financing Statement.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance Security Agreement is effective to create in favor of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee Secured Parties, a legal, valid, binding and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by security interest in the Collateral Documents described therein and proceeds and products thereof. In the case of the Pledged Capital Stock described in the Guarantee and Security Agreement, when any stock certificates representing such Pledged Capital Stock are delivered to Agent (or, prior to the Payment in Full of the First Lien Secured Obligations (as defined in the Intercreditor Agreement), so to the First Lien Lender acting as bailee of Agent for perfection), and, in the case of Pledged Capital Stock that is a “security” (as defined in the UCC) but is not evidenced by a certificate, when an Instructions Agreement, in form and substance reasonably satisfactory to render the same available for Agent, has been delivered to Agent, and in the case of any other Collateral described in the Guarantee and Security Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.21(a)-1 (which financing statements may be filed by Agent) at any time and such other filings as are specified in the Security Documents have been completed (all of which filings may be filed by Agent) at any time, the Guarantee and Security Agreement shall constitute a valid Lien on, and security interest in, all right, title and benefit of this Indenture and interest of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Loan Parties in such Collateral Documents and the Intercreditor Agreement to create proceeds and maintainproducts thereof, as security for the Obligations of obligations secured thereby, in each case prior and superior in right to any other Person (except Permitted Liens). Schedule 3.21(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Issuer Funding Date. Schedule 3.21(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and any Guarantor hereunder(ii) will be terminated on or prior to the Funding Date; and on or prior to the Funding Date, Borrower will have delivered to Agent, or caused to be filed, duly completed UCC termination statements, signed by the relevant secured party, in respect of the Collateral, valid and enforceable perfected Liens in and on each such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementUCC Financing Statement.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all Collateral Agreement and each other obligations of the Issuer and any Guarantor Security Document is, or upon execution, will be, effective to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee Secured Parties, a valid security interest in the Collateral described therein and proceeds thereof (to the extent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreement and each Foreign Pledge Agreement, when stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests are delivered to the Collateral Agent) or such other actions specified in each Foreign Pledge Agreement are taken, and in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document (other than deposit accounts), when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Obligations Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 8.3). In the case of Collateral that consists of deposit accounts, when a Control Agreement is executed and delivered by all parties thereto with respect to such accounts, the Collateral Agent, for the benefit of the Issuer Secured Parties, shall have a fully perfected Lien on, and any Guarantor hereundersecurity interest in, in respect all right, title and interest of the Collateral, valid and enforceable perfected Liens Loan Parties in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreementproceeds thereof, as security for the Obligations, prior and superior to any other Person except as provided under the applicable Control Agreement with respect to the financial institution party thereto.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance Collateral Agreement and each other Security Document is, or upon execution (or in the case of all other obligations Commercial Tort Claims, upon completion and delivery of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured a pledge supplement with respect thereto as provided in Section 5.15 of the Guarantee and Collateral Documents and the Intercreditor Agreement. Each Holder of Notes) will be, by its acceptance thereof, consents and agrees effective to the terms create in favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee Secured Parties, a valid security interest in the Collateral described therein (to the extent a security interest can be created therein under the Uniform Commercial Code, where applicable, or in the case of a Foreign Security Document, subject to any customary reservations and qualifications contained in customary legal opinions rendered under the Holderslaws of the applicable jurisdiction). In the case of the Pledged Equity Interests described in the Guarantee and Collateral Agreement and each Foreign Pledge Agreement, duly createdwhen stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers and, enforceable where applicable, stock transfer forms, in each case, endorsing the Pledged Equity Interest and perfected Liens as contemplated hereby and executed by the owner of such shares or interests) are delivered to the Collateral Documents Agent or such other actions specified in each Foreign Pledge Agreement are taken, and in the Intercreditor Agreementcase of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document (other than deposit accounts), so as to render when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the same available offices specified on Schedule 4.19, the Collateral Agent, for the security and benefit of this Indenture and the Secured Parties, shall, under New York law, or in the case of the Notes U.K. Security Documents or other Security Document, which is governed by a law other than New York law (each a “Foreign Security Document”), under such other law, have a fully perfected Lien on, and any Note Guarantee secured herebysecurity interest in, according all right, title and interest of the Loan Parties in such Collateral to the intent extent (x) (in the case of New York law) perfection can be obtained by filing a Uniform Commercial Code financing statement or (y) (in the case of a Foreign Security Document) subject to any customary reservations and purposes herein expressed. The Issuer and any Guarantor will each takequalifications contained in customary legal opinions rendered under the laws of the applicable jurisdiction, and will cause their respective Restricted Subsidiaries to take (including as may perfection can be requested obtained by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainappropriate filing under such other applicable law, as security for the Obligations Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.2) subject in the case of the Issuer Intellectual Property that is the subject of any application or registration in the United States Patent and any Guarantor hereunder, in respect Trademark Office or the United States Copyright Office (other than intent-to-use trademark applications filed pursuant to Section 1(b) of the CollateralXxxxxx Act, valid 15 U.S.C. § 1051 (the “Xxxxxx Act”), prior to the filing and enforceable perfected Liens acceptance of a “Statement of Use” and issuance of a “Certificate of Registration” pursuant to Section 1(d) of the Xxxxxx Act or an accepted filing of an “Amendment to Allege Use” whereby such intent-to-use trademark application is converted to a “use in and on commerce” application pursuant to Section 1(c) of the Xxxxxx Act with respect thereto or any Trademark issued as a result of such Collateral ranking in right and priority application under applicable law), to the recordation of payment as set forth Intellectual Property Security Agreements in the Intercreditor Agreement United States Patent and subject to no other Liens other than Trademark Office and/or United States Copyright Office, as permitted by the terms of this Indenture and the Intercreditor Agreementappropriate.

Security Documents. The due Collateral Agreement and punctual payment of the principal of, interest, Additional Amounts each other Security Document executed and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, delivered by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (a Loan Party is effective to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsTrustee, for the benefit of the Trustee Secured Parties, a legal, valid, binding and enforceable security interest in the HoldersCollateral described therein, duly createdexcept as enforceability may be subject to applicable bankruptcy, enforceable insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. Subject to the terms of Section 5.9(c) in the case of (i) the Pledged Capital Stock described in the Collateral Agreement, when any stock certificates representing such Pledged Capital Stock (and constituting “certificated securities” within the meaning of the UCC) are delivered to the Collateral Trustee, (ii) Collateral with respect to which a security interest may be perfected Liens as contemplated hereby and only by possession or control, upon the taking of possession or control by the Collateral Trustee of such Collateral, and (iii) the other personal property Collateral described in the Security Documents as to which a security interest can be perfected by filing of a UCC financing statement, when financing statements in appropriate form are filed in the appropriate filing offices, appropriate assignments or notices are filed in the U.S. Patent and Trademark Office and such other filings as are specified by the Collateral Agreement have been completed, the Lien on the Collateral created by the Collateral Agreement shall (to the extent so required by Section 5.9(c) and the Intercreditor Agreement, so as to render Security Documents) constitute a fully perfected Lien in favor of the same available Collateral Trustee for the security and benefit of this Indenture the Secured Parties on, and security interest in, all right, title and interest of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainLoan Parties in such Collateral, as security for the Obligations of the Issuer and any Guarantor hereunderObligations, in respect each case prior to the Liens of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no any other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPerson (except Permitted Liens).

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premiumPrepayment Premium on, if any, on and interest on, the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, Prepayment Premium on, if any, and interest, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor Company to the Holders of NotesNotes or the Trustee under this Indenture and the Notes (including, without limitation, the Trustee and the Security Agent under this Indenture, the Notes and any Note GuaranteeGuarantees), according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and Security Documents, which the Intercreditor AgreementCompany has entered into simultaneously with the execution of this Indenture. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer Company will deliver to the Trustee copies of all documents delivered to the Security Collateral Agent pursuant to the Collateral Security Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be requirednecessary or proper, or which as may be required by the provisions of the Security Agent from time to time may reasonably requestDocuments, to assure and confirm to the Trustee that and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Agent holdsDocuments or any part thereof, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreementfrom time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor Company will each take, and will cause their respective Restricted its Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required or as may be reasonably requested by the Collateral Agent to cause the Collateral Security Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor Company hereunder, in respect of the Collateral, a valid and enforceable perfected Liens second-priority Lien in and on such all the Collateral, in favor of the Collateral ranking in right Agent for the benefit of the Holders of Notes, superior to and priority prior to the rights of payment as set forth in the Intercreditor Agreement all third Persons and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Prior Liens.

Security Documents. The due and punctual payment Subject to the entry of the principal of, interest, Additional Amounts DIP Orders and premium, if any, subject to any restrictions arising on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations account of the Issuer and Borrower’s or any Guarantor to Subsidiary’s status as a “debtor” under the Holders of NotesBankruptcy Code, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according Documents are effective to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAdministrative Agent, for the benefit of the Trustee Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. When stock certificates representing Collateral are delivered to the Administrative Agent (together with a properly completed and signed stock power or endorsement), and in the case of the other Collateral (other than the Mortgages described below), when financing statements are filed in the appropriate offices, the Security Documents shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Credit Parties in such Collateral (to the extent such Collateral can be perfected by the actions described above) and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Obligations DIP Obligations, in each case prior and superior in right to any other Person (subject only to Permitted Liens). Each of the Issuer and any Guarantor hereunder, Mortgages is effective to create in respect favor of the CollateralAdministrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the appropriate offices, each such Mortgage shall constitute a fully perfected Liens Lien on, and security interest in, all right, title and interest of the Credit Parties in the Mortgaged Properties and on such Collateral ranking the proceeds thereof, as security for the DIP Obligations, in each case prior and superior in right and priority of payment as set forth in the Intercreditor Agreement and to any other Person (subject only to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens).

Security Documents. The due and punctual payment provisions of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (Security Agreement are effective to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents Agent for the benefit of the Secured Creditors a legal and valid security interest in all right, title and interest of the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release Credit Parties in all of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral DocumentsCollateral, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsCollateral Agent, for the benefit of the Trustee Secured Creditors, has (or upon the filing of financing statements and intellectual property filings, entry into of Control Agreements and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and taking of possession by the Collateral Documents and Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession will have) (x) a First Priority (subject to the Initial Intercreditor Agreement) perfected security interest in all right, so as to render the same available for the security title and benefit of this Indenture and interest in all of the Notes Security Agreement Collateral described therein that is Term Loan Priority Collateral and any Note Guarantee secured hereby, according (y) a Second Priority (subject to the intent Initial Intercreditor Agreement) perfected security interest in all right, title and purposes herein expressed. The Issuer interest in all of the Security Agreement Collateral described therein that is ABL Facility Priority Collateral (in each case, except for Excluded Deposit Accounts and any Guarantor will each take, Securities Accounts over which Control Agreements are not required pursuant to Section 9.05(b) or for Collateral for which possession or control is required for perfection and will cause their respective Restricted Subsidiaries to take (including as may be requested such possession or control is not otherwise required by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainSecurity Agreement), as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by Permitted Liens (it being understood that the Permitted Liens described in Section 9.01(d) are subject to the terms of this Indenture the Initial Intercreditor Agreement). The recordation of (i) the Grant of Security Interest in U.S. Patents and (ii) the Grant of Security Interest in U.S. Trademarks in the respective forms attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the Intercreditor recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement.

Security Documents. (a) The due and punctual payment Pledge Agreement is effective to create in favor of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAdministrative Agent, for the ratable benefit of the Trustee and the HoldersSecured Parties, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collaterala legal, valid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, when the Collateral is delivered to the Administrative Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on all right, title and interest of the pledgor thereunder in such Collateral to the extent such delivery is effective to perfect a Lien on such Collateral, in each case prior and superior in right to any other Person other than with respect to Liens expressly permitted by Section 6.02. (b) The Security Agreement is effective to create in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) in which a Lien may be perfected by filing a financing statement and, when financing statements in appropriate form are filed in the offices specified on Schedule 6 to the Perfection Certificate, the Security Agreement shall constitute a fully perfected Lien on all right, title and interest of the grantors thereunder in such Collateral (other than the Intellectual Property (as defined in the Security Agreement), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 6.02. (c) When the Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Security Agreement shall constitute a fully perfected Lien on all right, title and interest of the Loan Parties in the Intellectual Property (as defined in the Security Agreement) in which a Lien may be perfected by filing, recording or registering a security agreement, financing statement or analogous document in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, in each case prior and superior in right to any other Person other than with respect to Liens expressly permitted by Section 6.02 (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the date hereof). (d) The Mortgages are effective to create, subject to the exceptions listed in each title insurance policy covering such Mortgage, in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and the proceeds thereof, and when the Mortgages are filed in the offices specified on Schedule 3.16(d), the Mortgages shall constitute a Lien on all right, title and interest of the Loan Parties in such Collateral ranking Mortgaged Properties and the proceeds thereof, in each case prior and superior in right and priority of payment as set forth in the Intercreditor Agreement and subject to no any other Liens person, other than as with respect to the rights of Persons pursuant to Liens expressly permitted by the terms of this Indenture and the Intercreditor AgreementSection 6.02. SECTION 3.17.

Security Documents. (a) The due and punctual payment Security Documents are effective to create in favor of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee Secured Parties referred to therein, a legal, valid and enforceable security interest (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) and the Holders, duly created, enforceable implied covenants of good faith and perfected Liens as contemplated hereby and fair dealing) in the Collateral described therein (including any proceeds of any item of Collateral) to the extent required by the Collateral Documents and Security Documents. In the case of (i) the Pledged Securities described in the Security Agreement, when any stock certificates or notes, as applicable, representing such Pledged Securities are delivered to the Term Agent (as agent for the Agent pursuant to the Intercreditor Agreement) and (ii) the other Collateral described in the Security Documents, so when financing statements in appropriate form are filed, within the time periods (if any) required by applicable law, in the offices specified on Schedule 5.17 (which financing statements have been duly completed and executed (as applicable) and delivered to render the same available for Agent) and such other filings as are specified on Schedule 5.17 are made, the Agent shall have a fully perfected Lien on, and security interest in, all right, title and benefit of this Indenture and interest of the Notes and Loan Parties in such Collateral (including any Note Guarantee secured hereby, according proceeds of any item of Collateral) (to the intent extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 5.17 and purposes herein expressed. The Issuer and any Guarantor will each takethe filings specified on Schedule 5.17, and will cause their respective Restricted Subsidiaries to take (including as may be requested by through the Trustee) any and all actions reasonably delivery of the Pledged Securities required to cause be delivered on the Collateral Documents and the Intercreditor Agreement to create and maintainClosing Date), as security for the Obligations Obligations, in each case prior and superior in right to any other Person (except (i) Liens in favor of the Issuer and any Guarantor hereunderTerm Agent, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth (ii) in the Intercreditor Agreement and subject to no other Liens case of Collateral other than as Pledged Securities, Liens permitted by Section 7.01 and (iii) Liens having priority by applicable Requirements of Law) to the terms of this Indenture and extent required by the Intercreditor AgreementSecurity Documents.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the US Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided Agreement creates in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee Administrative Agent and the Holdersother Credit Parties, duly createda valid and enforceable security interest in the Collateral (as defined in the US Security Agreement); the US Intellectual Property Security Agreement creates in favor of the Collateral Agent, for the benefit of the Administrative Agent and the other Credit Parties, a valid and enforceable security interest in the IP Collateral (as defined in the US Intellectual Property Security Agreement); the Intellectual Property Security Agreement creates in favor of the Euro Administrative Agent (as defined in the Intellectual Property Security Agreement), for the benefit of the Euro Credit Parties (as defined in the Intellectual Property Security Agreement), a valid and perfected Liens enforceable security interest in the IP Collateral (as contemplated hereby defined in the Intellectual Property Security Agreement); each Luxembourg Share Pledge Agreement creates in favor of the Administrative Agent, for the benefit of the Credit Parties, a valid and enforceable security interest in the Shares (as defined in such Luxembourg Share Pledge Agreement); and the Canadian Pledge Agreement creates in favor of the Administrative Agent, for the benefit of the Credit Parties, a valid and enforceable security interest in the Pledged Collateral (as defined in the Canadian Pledge Agreement), in each case the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. The UCC financing statements and other filings delivered by the Loan Parties on the Closing Date are in appropriate form for filing in the applicable offices. Upon such filings and/or the obtaining of “control” (as such term is defined in the UCC) to the extent required by the Loan Documents, the Collateral Documents Agent will have a perfected Lien on, and the Intercreditor Agreementsecurity interest in, so as to render the same available for the security and benefit of this Indenture under all right, title and interest of the Notes grantors thereunder in all Collateral that may be perfected in the United States, Canada and any Note Guarantee secured herebyLuxembourg by filing, according recording or registering a financing statement or analogous document (including without limitation the proceeds of such Collateral subject to the intent limitations relating to such proceeds in the UCC). Such Lien and purposes herein expressed. The Issuer and security interest will be prior to any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) other Lien on any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth except in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms case of this Indenture and the Intercreditor AgreementPermitted Encumbrances.

Security Documents. The due (a) Subject to, in the case of UK Loan Parties and punctual payment UK Security Documents, the UK Legal Reservations and the UK Perfection Requirements, each of the principal ofSecurity Documents are effective to create in favor of the Senior Collateral Agent for the benefit of the Senior Holders a legal, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwisevalid, and enforceable security interest on the overdue principal of in all right, title and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided Loan Parties party thereto in the Collateral Documents described therein, and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees subject to the terms recordation of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitationdocuments described in this Section 3.11, the provisions providing for foreclosure and release of Senior Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee and the Senior Holders, duly createdwill have a fully perfected security interest in all right, enforceable title and perfected Liens as contemplated hereby and by interest in all of the Collateral Documents described therein, in each case subject to no Liens other than Permitted Liens (it being understood that the Permitted Liens described in clause (1) of the definition thereof are subject to the terms of the ABL Intercreditor Agreement and the Intercreditor and Collateral Agency Agreement, so as applicable). The recordation of (x) the grant of security interest in patents registered or applied for in the United States, if applicable, and (y) the grant of security interest in trademarks registered or applied for in the United States, if applicable, in the respective form attached to render the same available Pledge and Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-3 assigning each corresponding Form UCC-1 to the Senior Collateral Agent for the security and benefit of this Indenture and of the Notes Senior Holders as the secured party thereunder and any Note Guarantee secured hereby, according other Form UCC-1 made pursuant to the intent Pledge and purposes herein expressed. The Issuer and any Guarantor Security Agreement, will each takecreate, and will cause their respective Restricted Subsidiaries to take (including the extent as may be requested perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Trustee) any Pledge and all actions reasonably required to cause the Collateral Documents Security Agreement, and the Intercreditor Agreement to create and maintain, as security for the Obligations recordation of the Issuer and any Guarantor hereundergrant of security interest in copyrights registered or applied for in the United States, if applicable, in respect of the Collateralform attached to the Pledge and Security Agreement with the United States Copyright Office, valid together with such UCC filings, will create, to the extent as may be perfected by such filings and enforceable recordation, a perfected Liens in and on such Collateral ranking in right and priority of payment as set forth security interest in the Intercreditor Agreement and subject to no other Liens other than as permitted United States copyrights covered by the terms of this Indenture Pledge and the Intercreditor Security Agreement.

Security Documents. The due and punctual payment of (a) Except with respect to any Foreign Intellectual Property, the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of Collateral Agreement, upon execution and delivery thereof by the Issuer and any Guarantor to the Holders of Notesparties thereto, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided will create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the ratable benefit of the Trustee and the HoldersSecured Parties, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collaterala legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) (except, as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally (other than the provisions of the United States Bankruptcy Code conferring hypothetical lien creditor status upon a bankruptcy trustee), general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and the proceeds thereof and (i) when the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement and to the extent a certificate represents such interests) are delivered to the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Group Member in such Pledged Equity Interests, in each case prior and superior in right to any other Person (subject to non-consensual Liens permitted under Section 8.3 imposed by any Requirement of Law), and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 5.19(a), the Lien created under the Guarantee and on Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral ranking (other than Intellectual Property), in each case prior and superior in right and priority of payment as set forth to any other Person, in the Intercreditor Agreement and subject to no other Liens each case, other than as with respect to Liens expressly permitted by Section 8.3. In connection with Collateral consisting of deposit accounts, the terms applicable Loan Party has taken all actions necessary or desirable to establish the Collateral Agent’s “control” (within the meaning of this Indenture and Section 9-104 of the Intercreditor AgreementUCC) over such accounts.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor Collateral Agreement is effective to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee Lenders, a legal, valid and enforceable security interest in the Holders, duly created, enforceable Collateral described therein and perfected Liens as contemplated hereby and proceeds thereof subject to (i) the consent of any applicable Governmental Authority required by any applicable Requirement of Law in the event of the exercise by the Collateral Documents Agent of any right (A) to control or to allow any assignee of the Collateral Agent to control any Insurance Subsidiary or (B) to sell or transfer any Capital Stock (including, in such case, any consent required for the purchaser or the transferee of such Capital Stock). In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates representing such Pledged Stock are delivered to the Collateral Agent and Uniform Commercial Code financing statements are filed in the applicable filing offices, the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties organized under the laws of the United States in such Collateral and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person. A priority interest in the Collateral of any Material Subsidiary organized under the laws of Bermuda will be created in Bermuda upon the registration of a charge with the Registrar of Companies. The UK Charge Over Shares is effective to create in favor of the Issuer and any Guarantor hereunderCollateral Agent, in respect for the benefit of the CollateralLenders, a legal, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth security interest in the Intercreditor Agreement Collateral described therein and subject proceeds thereof. In the case of the Pledged Stock described in the UK Charge Over Shares, the UK Charge Over Shares shall constitute a fully perfected Lien on, and security interest in, such Pledged Stock of the Material Subsidiary organized under the laws of the United Kingdom when stock certificates representing such Pledged Stock are delivered to no other Liens other than as permitted by the terms Collateral Agent and upon any applicable registration of this Indenture and the Intercreditor Agreementshare charges at the Companies House.

Security Documents. The due and punctual payment Each of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (Security Documents is effective to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations create in favor of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAdministrative Agent, for the benefit of the Trustee Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. Upon execution and delivery and (x) upon the filing of financing statements under the UCC and/or the giving of notice of the assignment contained therein in the case of the Assignments of Freights and Hires and the HoldersAssignments of Insurances and the recording of the respective Ship Mortgages with the Hong Kong Shipping Register with respect to the vessels registered under the Hong Kong flag, at or about the Closing Date (but in no event later than three (3) Business Days after the Closing Date and (y) upon the filing, (1) for each Mortgaged Vessel Guarantor owning vessels registered under the Hong Kong flag, with the Hong Kong Companies Registry and (2) for each Mortgaged Vessel Guarantor owning vessels that is incorporated in the British Virgin Islands, the Registry of Corporate Affairs of the British Virgin Islands, of the relevant Security Documents within five (5) weeks after the date of the execution and delivery thereof, each of the Security Documents will create in favor of the Administrative Agent for the benefit of the Secured Parties (i) in the case of Security Documents other than the Ship Mortgages, a duly created, enforceable perfected first priority security interest in and perfected Liens as contemplated hereby and by liens on the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will subject thereto enforceable against each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, Borrower a party thereto as security for the Obligations performance of the Issuer obligations secured thereby and the security interests created by each of the Security Documents (other than the Ship Mortgages) do not require any Guarantor hereunderfurther action to be taken in order to create or perfect such security interests or to permit the Administrative Agent to enforce its rights under each Security Document (other than the Ship Mortgages) creating the same, in respect each case, to the extent possible to create and perfect such security interest under the laws the State of New York and the District of Columbia, including the Uniform Commercial Code, as in effect on the date hereof, and (ii) in the case of the CollateralShip Mortgages, valid a valid, binding and duly perfected first priority mortgage lien covering the respective Mortgaged Vessel on which it purports to create such mortgage lien enforceable perfected Liens against each Mortgaged Vessel Guarantor a party thereto as security for the performance of the obligations secured thereby, in and on each case, pursuant to the applicable law pertaining to such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementShip Mortgages.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, (i) when executed and the Issuer and the Parent willdelivered, and the Parent will cause each create in favor of its Restricted Subsidiaries toLender, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collaterala legal, valid and enforceable first priority Lien on all of Borrower’s right, title and interest in and to the Collateral and the proceeds thereof and (ii) from and after the First Amendment Effective Date, will create in favor of Lender, a legal, valid and enforceable Lien on all of Borrower’s right, title and interest in and to the Inventory Collateral and the proceeds thereof, (in each case subject only to Permitted Liens), and when the Security Documents are filed in the offices specified on Schedule 2.10 hereto, the proper amount of mortgage recording or similar taxes (if any and if not paid as a result of an exemption under 11 U.S.C. 1146(c)) are paid and when the UCC financing statements relating to fixtures, Assigned Lease Proceeds, Inventory Collateral and all Proceeds (as defined in the UCC) [relating to]of any of the foregoing are duly filed with the filing offices listed on Schedule 2.10 hereto and in Delaware, the Security Documents shall constitute fully perfected first priority Liens on, and fully perfected first priority (or, in the case of (x) Inventory Collateral, junior to the Liens in favor of the lenders under the Working Capital Facility and on (y) the Additional Property, junior only to the Liens in favor of the mortgagee of such Collateral ranking property (if any) as in right effect as of the Closing Date) security interests in, all right, title and priority interest of payment as set forth Borrower in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture Collateral and the Intercreditor AgreementInventory Collateral and the proceeds thereof, in each case subject only to Permitted Liens.

Security Documents. The due and punctual payment (a) Each of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (Security Documents is effective to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee Secured Parties, a legal, valid and enforceable first priority security interest (subject only to the ABL/Term Loan Intercreditor Agreement and Liens permitted hereunder) in the Collateral described therein and proceeds thereof, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. In the case of (i) the Capital Stock described in the Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Capital Stock are delivered to the First Lien Term Collateral Agent along with instruments of transfer in blank or endorsed to the First Lien Term Collateral Agent, and (ii) the other Collateral described in clause (i) constituting personal property described in the Security Agreement, when financing statements and other filings, agreements and actions specified on Schedule 5.19(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 5.19(a), as the case may be, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document and the Holders, duly created, enforceable and proceeds thereof (to the extent such Liens may be perfected Liens as contemplated hereby and by possession of the Certificated Securities by the First Lien Term Collateral Documents and the Intercreditor AgreementAgent or such filings, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested agreements or other actions or perfection is otherwise required by the Trustee) terms of any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainLoan Document), as security for the Obligations of the Issuer and any Guarantor hereunderObligations, in respect of the Collateral, valid each case prior and enforceable perfected Liens in and on such Collateral ranking superior in right and priority to any other Person (except, in the case of payment Liens permitted hereunder). Other than as set forth in on Schedule 5.19(a), as of the Intercreditor Agreement and subject to no other Liens other than as permitted by Closing Date, none of the terms Capital Stock of this Indenture and the Intercreditor AgreementBorrower or any Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security.

Security Documents. The due and punctual payment provisions of each of the principal of, interest, Additional Amounts Security Documents (whether executed and premium, if any, delivered prior to or on the Notes Closing Date or thereafter) are and any Note Guarantee when and as the same shall will be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (effective to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents Agent, for its benefit and the Intercreditor benefit of the Secured Parties, a valid and enforceable security interest in and Lien upon all right, title and interest of each Credit Party that is a party thereto in and to the Collateral purported to be pledged, charged, mortgaged or assigned by it thereunder and described therein, and upon (i) the initial Borrowing on the Closing Date, (ii) the filing of appropriately completed Uniform Commercial Code financing statements and continuations thereof in the jurisdictions specified therein, (iii) with respect to United States copyright registrations, United States patents and pending patent applications, and United States federal trademark registrations and trademark applications, in each case, the recordation of an appropriately completed Intellectual Property Security Agreement in the U.S. Patent and any additional intercreditor agreement Trademark Office or U.S. Copyright Office, as applicable, (iv) the filing, recording, notification or registration of the applicable Security Documents (including, without limitation, mortgages, deeds of trust and assignments) in or with the provisions providing for foreclosure and release of Collateral and authorizing appropriate local registries in the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents applicable jurisdictions and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver giving of notice of an assignment to the Trustee copies of all documents delivered to debtor, (v) the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and possession by the Collateral Documents Agent of any certificates evidencing the certificated securities pledged thereby, duly endorsed or accompanied by duly executed stock powers (where applicable), and (vi) the Intercreditor Agreement, so as to render the same available for the security execution and benefit of this Indenture and delivery of the Notes account control agreements (where applicable), such security interest and any Note Guarantee secured herebyLien shall constitute a fully perfected and first priority security interest in and Lien upon such right, according title and interest of the applicable Credit Parties, in and to such Collateral, to the intent extent that such security interest and purposes herein expressed. The Issuer Lien can be perfected by such filings, actions, giving of notice and any Guarantor will each takepossession, and will cause their respective Restricted Subsidiaries subject only to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Prior Liens.

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAdministrative Agent, for the benefit of the Trustee Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of any Pledged Stock required to be pledged pursuant to the Guarantee and Collateral Agreement in which a security interest may be perfected only by possession or control (within the meanings assigned to such terms in the applicable Uniform Commercial Code), when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement with respect to which perfection is governed by filing of a financing statement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.19(a)(i) (which financing statements have been duly completed and delivered to the Administrative Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement have been completed, the Guarantee and Collateral Agreement shall constitute a fully perfected security interest in (and, if applicable, Lien on), all right, title and interest of the Loan Parties in such Collateral and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement) to the extent such security interest can be perfected by the filing of a financing statement pursuant to the Issuer and any Guarantor hereunderapplicable Uniform Commercial Code or by possession or control by the Administrative Agent under the applicable Uniform Commercial Code, in respect of the Collateral, valid each case prior and enforceable perfected Liens in and on such Collateral ranking superior in right and priority of payment as set forth to any other Person (except, in the Intercreditor Agreement and subject to no other Liens case of Collateral other than as Pledged Stock, Liens permitted by Section 7.3, and, in the terms case of this Indenture Pledged Stock, (i) Liens permitted by Section 7.3(s) and (ii) Liens permitted by Section 7.3(a) to the Intercreditor Agreementextent such Liens are prior and superior to the Liens granted under the Security Documents by operation of law). Schedule 4.19(a)(ii) lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule 4.19 (a)(iii) lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Closing Date.

Security Documents. The due and punctual payment Security Agreement is effective to create in favor of the principal ofAdministrative Agent, interest, Additional Amounts and premium, if any, on for the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations ratable benefit of the Issuer Secured Parties, a legal, valid and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided enforceable security interest in the Collateral Documents and identified therein owned by the Intercreditor Agreement. Each Holder of NotesLoan Parties who are a party thereto, by its acceptance thereofand, consents and agrees when financing statements in appropriate form are filed in the appropriate offices for the locations specified in the schedules to the terms Security Agreement, the Security Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral Documents that may be perfected by filing, recording or registering a financing statement under the UCC as in effect, in each case prior and the Intercreditor Agreement and superior in right to any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into other Lien on any Collateral Document on its behalf) as other than Permitted Liens. The Pledge Agreement is effective to create in favor of the same may be Administrative Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents identified therein, and, when such Collateral is delivered to the Administrative Agent, the Pledge Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Collateral, in each case subject to no other Lien other than Permitted Liens. The Security Agent Agreement, together with the Notice of Grant of a Security Interest in Trademarks when duly recorded in the United States Patent and Trademark Office, will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in all Trademarks and Trademark Licenses (each as defined in the Security Agreement) owned by such grantors and in which a security interest may be perfected by filing, recording or registration of a Notice in the United States Patent and Trademark Office, in each case prior and superior in right to any other Lien other than Permitted Liens. Each Account Control Agreement when duly executed and delivered by the banks and securities intermediaries parties thereto will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Deposit Accounts and Securities Accounts (described in such Account Control Agreement) prior and superior in right to any other Lien other than Permitted Liens. Each Mortgage, when executed and delivered pursuant to Section 6.15 and filed in the Collateral Documentsreal estate recording offices specified in such Mortgage, and will be effective to create in favor of the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Administrative Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the CollateralSecured Parties a legal, valid and enforceable perfected Liens Lien on, and security interest in, all the right, title and interest of the Loan Parties in and on such Collateral ranking in right and priority of payment as set forth to the Mortgaged Properties thereunder. When any Mortgage is filed in the Intercreditor Agreement real estate recording offices specified in such Mortgage, such Mortgage shall constitute, a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in and to the Mortgaged Property and proceeds thereof, in each case subject to no other Liens Lien other than as permitted by the terms of this Indenture and the Intercreditor AgreementPermitted Liens.

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAdministrative Agent, for the benefit of the Trustee Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the offices specified on Schedule 4.19(a), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the Holdersproceeds thereof, duly createdas security for the Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). As of the ClosingThird Amendment Effective Date, none of the Borrower, Holdings or any Guarantor that is a limited liability company or partnership has any Capital Stock that is a Certificated Security. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Liens as contemplated hereby Lien on, and by security interest in, all right, title and interest of the Collateral Documents Loan Parties in the Mortgaged Properties and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Obligations of (as defined in the Issuer and any Guarantor hereunderrelevant Mortgage), in respect of the Collateral, valid each case prior and enforceable perfected Liens in and on such Collateral ranking superior in right and priority of payment as set forth in the Intercreditor Agreement and subject to no any other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement.Person. 4.20

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts premium and premium, if any, interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer and any Guarantor the Guarantors to the Holders of Notes, or the Trustee and the Security Agent under this Indenture, the Notes Notes, the Guarantees, the Intercreditor Agreement and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Obligations, subject to the terms of the Intercreditor Agreement. The Trustee, the Issuer and the Guarantors hereby acknowledge and agree that the Notes Collateral Agent holds the Collateral as security for the benefit of the Holders, the Trustee and the Notes Collateral Agent and pursuant to the terms of the Security Documents and the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement., and authorizes and directs the Notes Collateral Agent to enter into the Security Documents and the Intercreditor Agreement. For the avoidance of doubt, nothing herein shall require the Trustee or the Notes Collateral Agent to file financing statements or continuation statements, or be responsible for maintaining the security interests purported to be created as described herein (except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder or under any other Security Documents) and such responsibility shall be solely that of the Issuer. 150

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of Collateral Agreement, upon execution and delivery thereof by the Issuer and any Guarantor to the Holders of Notesparties thereto, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided will create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the ratable benefit of the Trustee and the HoldersSecured Parties, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collaterala legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent (or its bailee pursuant to the provisions of the Term Loan/Revolving Credit Intercreditor Agreement), the Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected Liens first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and on such Collateral ranking superior in right and priority of payment to any other person (other than the “Secured Parties” as defined in the Term Loan Agreement whose relative rights in the Collateral are set forth in the Term Loan/Revolving Facility Intercreditor Agreement), and (ii) when financing statements in appropriate form are filed in the offices specified in the Perfection Certificate, the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party to the Guarantee and Collateral Agreement in such Collateral to the extent perfection can be obtained by filing Uniform Commercial Code financing statements (other than Patents, Trademarks and Copyrights described in Section 3.19(b)), in each case prior and superior in right to any other person, other than (x) the “Secured Parties” as defined in the Term Loan Agreement whose relative rights in the Collateral are set forth in the Term Loan/Revolving Facility Intercreditor Agreement and subject (y) with respect to no other Liens other than as permitted by Section 6.02 that by operation of law or contract have priority over the terms of this Indenture and Liens securing the Intercreditor AgreementObligations.

Security Documents. The due and punctual No later than the Distribution Date, as additional security for Owner's performance of its obligations hereunder, including payment of the principal ofany indemnification obligations of Owner to Purchaser pursuant to Section 21.2, interestOwner shall (a) execute, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwisedeliver, and interest on the overdue principal of record a mortgage and security agreement and all other agreements, 1014917.31-D.C. Server 1A - MSW EXECUTION COPY documents, or instruments required or customary to provide Purchaser with a fully perfected security interest and Additional Amounts mortgage lien in and to (i) the Northern Pass Transmission Line, and (ii) all real property rights and related personal property rights, contractual rights, Governmental Approvals, or other rights of Owner relating to the extent permitted by lawNorthern Pass Transmission Line and the AC Upgrades (collectively, the "Purchaser Mortgage"), if any, on the Notes (b) execute and any Note Guarantee deliver a security agreement and performance of all other obligations agreements, documents, or instruments required or customary to provide Purchaser with a fully perfected security interest in and to (i) any material contracts entered into in connection with the Northern Pass Transmission Line or the AC Upgrades, and (ii) all of the Issuer and any Guarantor Owner's other assets relating to the Holders Northern Pass Transmission Line and the AC Upgrades, including all personal property rights, contractual rights, Governmental Approvals, or other rights of NotesOwner to develop, procure, construct, operate, and maintain the Northern Pass Transmission Line (collectively, the Trustee and the "Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents"), and the Issuer and the Parent will, and the Parent will (c) cause each of its Restricted Subsidiaries tomembers to grant to Purchaser a present and continuing perfected lien on, do and security interest in, all of the equity interests in Owner (collectively, the "Membership Pledges," and collectively with the Purchaser Mortgage and the Security Agreement, "Purchaser's Security Documents"). The Purchaser's Security Documents shall be based upon the agreements securing Owner's obligations under the Construction Loan Agreement, but shall not include any representations, warranties, covenants, or restrictions other than those that are reasonably required with respect to the creation, validity, perfection, protection or enforcement of Purchaser's security interests in the assets and property described in this Section 17.2.1 or as may otherwise be reasonably satisfactory to Purchaser, Owner, and the Financing Parties. The Purchaser's Security Documents shall provide that any such document may be assigned by Purchaser solely to the assignee of Purchaser pursuant to a permitted assignment of this Agreement. Subject to the rights of any Financing Parties, Owner shall cause the mortgage, liens and security interests created pursuant to Purchaser's Security Documents (collectively, "Purchaser's Lien") to be done maintained in full force and effect at all times following the Distribution Date and until the later to occur of the expiration or earlier termination of the Term or the date on which any accrued but unpaid payment obligation of Owner to Purchaser hereunder shall have been fully, finally and indefeasibly satisfied. Promptly following such acts and things as may later date, Purchaser shall release the Purchaser's Lien. The granting of Purchaser's Lien shall not be requiredto the exclusion of, or which be construed to limit, the Security Agent from time amount of any claims, causes of action or other rights accruing to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit Purchaser by reason of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and any breach by the Collateral Documents and the Intercreditor Owner under this Agreement, so as to render an Owner Default or the same available for the security and benefit termination of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement.

Security Documents. The due and punctual payment provisions of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (Security Agreement are effective to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents Agent for the benefit of the Secured Creditors a legal and valid security interest in all right, title and interest of the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release Credit Parties in all of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral DocumentsCollateral, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsCollateral Agent, for the benefit of the Trustee Secured Creditors, has (or upon the filing of financing statements and intellectual property filings, entry into of Control Agreements and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and taking of possession by the Collateral Documents and Agent of the Security Agreement Collateral with respect to which a security interest may be perfected only by possession will have) (x) a First Priority (subject to the ABL Intercreditor Agreement) perfected security interest in all right, so as to render the same available for the security title and benefit of this Indenture and interest in all of the Notes Security Agreement Collateral described therein that is Term Loan Priority Collateral and any Note Guarantee secured hereby, according (y) a Second Priority (subject to the intent ABL Intercreditor Agreement) perfected security interest in all right, title and purposes herein expressed. The Issuer interest in all of the Security Agreement Collateral described therein that is ABL Facility Priority Collateral (in each case, except for Excluded Deposit Accounts and any Guarantor will each take, Securities Accounts over which Control Agreements are not required pursuant to Section 9.05(b) or for Collateral for which possession or control is required for perfection and will cause their respective Restricted Subsidiaries to take (including as may be requested such possession or control is not otherwise required by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainSecurity Agreement), as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by Permitted Liens (it being understood that the Permitted Liens described in Section 9.01(d) are subject to the terms of this Indenture the ABL Intercreditor Agreement and the Permitted Liens described in Section 9.01(g) are subject to the Term Loan Intercreditor Agreement and the Subordination Agreement, as applicable). The recordation of (i) the Grant of Security Interest in U.S. Patents and (ii) the Grant of Security Interest in U.S. Trademarks in the respective forms attached to the Security Agreement, in each case in the United States Patent and Trademark Office, together with filings on Form UCC-1 made pursuant to the Security Agreement, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States trademarks and patents covered by the Security Agreement, and the recordation of the Grant of Security Interest in U.S. Copyrights in the form attached to the Security Agreement with the United States Copyright Office, will create, as may be perfected by such filings and recordation, a perfected security interest in the United States copyrights covered by the Security Agreement.

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement and the Texas Genco Security Agreement are effective to create in favor of the principal ofapplicable Collateral Trustee, interestfor the ratable benefit of the Secured Parties, Additional Amounts a legal, valid, binding and premiumenforceable security interest in the Collateral described therein and proceeds thereof, if anysubject to applicable insolvency, on the Notes bankruptcy, reorganization, moratorium, fraudulent transfer and any Note Guarantee when other laws now or hereafter in effect generally affecting rights of creditors and as the same shall be due and payable(including with respect to specific performance) principles of equity, whether considered in a proceeding in equity or in law and to the discretion of the court before which any proceeding therefor may be brought, and (i) in the case of the Pledged Securities, upon the earlier of (A) when such Pledged Securities are delivered to the applicable Collateral Trustee and (B) when financing statements in appropriate form are filed in the offices specified on an interest payment dateSchedule 3.19(a), at maturity(ii) in the case of Deposit Accounts not constituting Excluded Perfection Assets, by accelerationthe execution and delivery of control agreements providing for “control” as described in Section 9-104 of the UCC, repurchase(iii) in the case of Securities Accounts not constituting Excluded Perfection Assets, redemption or otherwise, upon the earlier of (A) the filing of financing statements in the offices specified on Schedule 3.19(a) and interest on (B) the overdue principal execution and delivery of control agreements providing for “control” as described in Section 9-106 of the UCC and interest and Additional Amounts (to iv) in the extent permitted by law), if any, on the Notes and any Note Guarantee and performance case of all other obligations Collateral described therein (other than Excluded Perfection Assets, Intellectual Property Collateral, money not credited to a Deposit Account or letter of credit rights not constituting supporting obligations), when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Guarantee and Collateral Agreement and the Texas Genco Security Agreement shall constitute a fully perfected Lien on, all right, title and interest of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided Secured Parties in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of such Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Guaranteed Obligations of the Issuer and any Guarantor hereunder, in each case prior and superior to the rights of any other Person (except, in the case of all Collateral other than Pledged Securities, with respect 109 to Permitted Liens, and in respect of Pledged Securities, the Collateral, valid and enforceable perfected Permitted Liens in and on such Collateral ranking in right and priority of payment as set forth in clause (h) and (gg) of the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreementdefinition thereof).

Security Documents. (a) The due Collateral Agreement, upon execution and punctual payment delivery thereof by the parties thereto, will create in favor of the principal ofAdministrative Agent, interest, Additional Amounts and premium, if any, on for the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations ratable benefit of the Issuer Secured Parties, a legal, valid and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided enforceable security interest in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notesdescribed therein, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) except as the same such enforceability may be in effect limited by bankruptcy, insolvency, reorganization, moratorium or may be amended similar state or federal Debtor Relief Laws from time to time in accordance with its terms effect which affect the enforcement of creditors’ rights in general and authorizes the availability of equitable remedies and directs (i) when the Security Agent to enter into Pledged Debt and Pledged Equity Interests (each as defined in the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents Agreement) is delivered to the Security Agent pursuant Administrative Agent, the Lien created under the Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Credit Parties in such Pledged Debt and Pledged Equity Interests, in each case prior and superior in right to any other Person, (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 7.24(a), the Liens created under the Collateral Agreement will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Credit Parties in such Collateral (other than Intellectual Property, as defined in the Collateral Agreement and Deposit Accounts, as defined in the Collateral Agreement), in each case prior and superior in right to any other Person, other than with respect to Liens expressly permitted by Section 9.2 and (iii) when the control agreements are executed and delivered to the Administrative Agent in accordance with Section 4.13 of the Security Agreement, the Lien created under the Collateral DocumentsAgreement shall constitute a fully perfected first priority Lien on, and security interest, all right, title and interest of the Issuer Credit Parties in each deposit account and securities account of the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things Loan Parties other than Excluded Accounts (as may be required, or which defined in the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder), in respect of the Collateral, valid each case prior and enforceable perfected Liens in and on such Collateral ranking superior in right and priority of payment as set forth in the Intercreditor Agreement and subject to no any other Liens Person, other than as with respect to Liens expressly permitted by the terms of this Indenture Sections 9.2(c) and the Intercreditor Agreement(l).

Security Documents. The due (a) On and punctual payment after the Closing Date, (i) the provisions of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (Security Agreement are effective to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations create in favor of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Administrative Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the ratable benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the CollateralSecured Parties a legal, valid and enforceable perfected Liens security interest in all right, title and on such Collateral ranking in right and priority interest of payment as set forth the Loan Parties in the Intercreditor Agreement Collateral described therein and (ii) the Security Agreement, upon the filing of financing statements or the appropriate equivalent (which filings, if this representation is being made more than 30 days after the Closing Date, have been made), creates a fully perfected first lien on, and security interest in, all right, title and interest in all of the Collateral described therein (other than the Subsidiary Equity described therein, which is addressed in clause (b) below), subject to no other Liens other than as permitted Permitted Liens, to the extent a security interest in such Collateral can be perfected by the terms filing of this Indenture a financing statement. The recordation of the Notice of Grant of Security Interest in Trademarks and the Intercreditor Notice of Grant of Security Interest in Patents, each in the form attached to the Security Agreement, in the United States Patent and Trademark Office, together with financing statements made pursuant to the Security Agreement will be effective when recorded or filed (which recordings or filings, if this representation is being made more than 30 days after the Closing Date, have been made), under applicable law, to perfect the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties in the trademarks and patents covered by the Security Agreement and identified in the applicable Notice of Grant of Security Interest. The recordation of the Notice of Grant of Security Interest in Copyrights in the form attached to the Security Agreement with the United States Copyright Office, together with financing statements made pursuant to the Security Agreement, will be effective when recorded or filed (which recordings or filings, if this representation is being made more than 30 days after the Closing Date, have been made) under federal law to perfect the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties in the copyrights covered by the Security Agreement and identified in such Notice of Grant of Security Interest.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of Collateral Agreement, upon execution and delivery thereof by the Issuer and any Guarantor to the Holders of Notesparties thereto, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided will create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee and the HoldersSecured Parties, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collaterala legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Equity Interests (as defined in the Guarantee and Collateral Agreement) are delivered to the Collateral Agent, the Lien created under the Guarantee and Collateral Agreement shall constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Equity Interests, prior and superior in right to any other Person other than with respect to Liens (x) that have priority by operation of law or (y) on Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt (and Permitted Refinancing Debt in respect thereof) that is secured by all or a portion of the Collateral on a pari passu basis with the Obligations pursuant to the Pari Passu Intercreditor Agreement, and (ii) when financing statements in appropriate form are filed in the offices specified on Schedule 3.19(a), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral ranking (other than Intellectual Property) to the extent such Liens can be perfected by filing a financing statement, under the Uniform Commercial Code, prior and superior in right and priority of payment as set forth to any other Person other than (x) in the case of Collateral consisting of Equity Interests, with respect to Liens (A) that have priority by operation of law, (B) permitted by clause (c) of Section 6.02 or (C) on Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt (and Permitted Refinancing Debt in respect thereof) that is secured by all or a portion of the Collateral on a pari passu basis with the Obligations pursuant to the Pari Passu Intercreditor Agreement and subject (y) in the case of other Collateral, with respect to no other Liens (1) permitted by Section 6.02 (other than as permitted pursuant to Section 6.02(b), (k) or (y)) or (2) on Permitted Pari Passu Refinancing Debt or Incremental Equivalent Debt (and Permitted Refinancing Debt in respect thereof) that is secured by all or a portion of the terms of this Indenture and Collateral on a pari passu basis with the Obligations pursuant to the Pari Passu Intercreditor Agreement.

Security Documents. The In order to secure the due and punctual payment of the principal ofNotes and all other Obligations in respect of the Notes and the Indenture and the Obligations of the Guarantors under the Guarantees, interestand the other amounts payable to the Trustee, Additional Amounts the Company and premium, if anythe Guarantors shall, on the Issue Date, enter into the applicable Security Documents to create the Lien on the Collateral in favor of the Collateral Agent for the benefit of the Notes and any Note Guarantee when and Secured Creditors. Any Guarantor shall, upon becoming a Guarantor, become a party to each applicable Security Document as the same shall be due necessary or appropriate to grant and payablecreate a valid Lien on and security interest in the personal property of such Guarantor of the type described in the definition of “Collateral” in the Security Agreement and, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted required by law)the Senior Credit Facilities, if anyall real property owned by such Guarantor, in each case, in favor of the Collateral Agent subject to no Liens other than Permitted Liens. All such Security Documents shall be subject to the terms and conditions of the Intercreditor Agreement. In the event of any conflict between the terms of the Notes, the Indenture and the Security Documents, on the Notes one hand, and any Note Guarantee and performance of all the Intercreditor Agreement, on the other obligations hand, the terms of the Issuer and Intercreditor Agreement shall control. If at any time the Company or any Guarantor acquires in fee simple any real property with a fair market value in excess of $1.0 million or any entity which owns in fee simple any real property with a fair market value in excess of $1.0 million becomes a Guarantor, in either case as determined in good faith by the Company’s Board of Directors, the Company or such Guarantor shall grant to the Holders Collateral Agent for the benefit of Notesthe Notes Secured Creditors a Mortgage or Amended and Restated Mortgage, as appropriate, on such real property that is not already covered by the Security Documents. All such Mortgages or Amended and Restated Mortgages, as appropriate, shall be reasonably satisfactory in form and substance to the Collateral Agent. In connection therewith, the Company shall deliver title insurance policies, surveys, insurance certificates and other documents specified in the Indenture, in each case, in form and substance reasonably satisfactory to the Collateral Agent. In the event that any provisions of the Indenture are deemed to conflict with any Security Document, the provisions of such Security Document shall govern. The Trustee and each Holder acknowledge that a release of any of the Collateral or any Lien strictly in accordance with the terms and provisions of any of the Security Documents and the terms and provisions of the Indenture will not be deemed to be an impairment of the security under the Indenture. The Trustee and the Company acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Trustee and the Security Agent under this IndentureHolders, the Notes and any Note Guarantee, according in each case pursuant to the terms hereunder or thereunder, are secured as provided in of the Collateral Security Documents and the Intercreditor Agreement. Each Holder of NotesHolder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Collateral Indenture, the Security Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalfCollateral) as the same may be in effect or may be amended from time to time in accordance with its their terms and authorizes and directs the Security Collateral Agent to enter into the Collateral Security Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement.

Security Documents. The (a) Following the Separation, the due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, Obligations on the Notes Securities and any the Obligations of the Company and the Subsidiary Guarantors under the Subsidiary Guarantees, and all other Parity Lien Obligations, and the performance of all other payment obligations of the Company and the Subsidiary Guarantors under the Note Guarantee Documents, when and as the same shall be due and payable, whether on an interest payment date, at maturityStated Maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes Securities and any Note Subsidiary Guarantee and performance of all other obligations Obligations of any of the Issuer Company and any Subsidiary Guarantor to the Holders of Notes, Securities or the Trustee and under the Security Agent under this Indenture, the Notes and any Note Guarantee, Documents according to the terms hereunder or thereunderthereunder (collectively, are the “Secured Obligations”), will be secured as provided in by second-priority Liens on the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant granted to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee holders of Securities and future other Parity Lien Obligations. As of the HoldersSeparation Date, duly created, enforceable and perfected Liens except as contemplated hereby and by the Collateral Documents and otherwise provided in the Intercreditor Agreement, so as the Collateral will include all of the assets of the Company and the Subsidiary Guarantors that are subject to render a Lien securing Priority Lien Obligations, other than cash collateral to (i) issuers of letters of credit pursuant to the same available Priority Lien Documents rather than holders of all Priority Lien Obligations or (ii) with respect to any letters of credit issued pursuant to the Priority Lien Documents, to the Priority Lien Agent for the security and benefit of the holders of Priority Lien Obligations as a whole. For all purposes of this Indenture and of the Notes and any Note Guarantee secured herebyIndenture, according all references to “second-priority” Liens means Liens that may be junior in priority to the intent and purposes herein expressed. The Issuer and any Guarantor will each takeLiens securing Priority Lien Obligations, and will cause their respective Restricted Subsidiaries to take (including as may the extent permitted to be requested by the Trustee) any and all actions reasonably required incurred or to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and exist under the Intercreditor Agreement, and to Permitted Prior Liens. These second-priority Liens will also be senior in priority to the Liens securing Junior Lien Obligations, to the extent permitted to be incurred or to exist under the Note Documents.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of Collateral Agreement, upon execution and delivery thereof by the Issuer and any Guarantor to the Holders of Notesparties thereto, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided will create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the ratable benefit of the Trustee and the HoldersSecured Parties, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collaterala legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof and (i) when the Pledged Collateral (as defined in the Guarantee and Collateral Agreement) is delivered to the Collateral Agent (or its bailee pursuant to the provisions of the Term Loan/Revolving Credit Intercreditor Agreement), the Lien created under Guarantee and Collateral Agreement shall constitute a fully perfected Liens first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral, in each case prior and on such Collateral ranking superior in right and priority of payment to any other person (other than the “Secured Parties” as defined in the Term Loan Agreement whose relative rights in the Collateral are set forth in the Term Loan/Revolving Facility Intercreditor Agreement and subject the holders of Permitted Pari Passu Term Collateral Liens whose relative rights in the Collateral are set forth in the applicable Intercreditor Agreement), and (ii) when financing statements in appropriate form are filed in the offices specified in the Perfection Certificate, the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties party to no other Liens the Guarantee and Collateral Agreement in such Collateral to the extent perfection can be obtained by filing Uniform Commercial Code financing statements (other than Patents, Trademarks and Copyrights described in Section 3.19(b)), in each case prior and superior in right to any other person, other than (x) the “Secured Parties” as defined in the Term Loan Agreement whose relative rights in the Collateral are set forth in the Term Loan/Revolving Facility Intercreditor Agreement and the holders of Permitted Pari Passu Term Collateral Liens whose relative rights in the Collateral are set forth in the applicable Intercreditor Agreement and (y) with respect to Liens permitted by Section 6.02 that by operation of law or contract have priority over the terms of this Indenture and Liens securing the Intercreditor AgreementObligations.

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all Collateral Agreement and each other obligations of the Issuer and any Guarantor Security Document is, or upon execution, will be, effective to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee Secured Parties, a valid first priority security interest in the Collateral described therein (to the extent a security interest can be created therein under the Uniform Commercial Code, where applicablein the case of the Guarantee and Collateral Agreement. In the Holderscase of the Pledged Equity Interests described in the Guarantee and Collateral Agreement, duly createdwhen stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers and, enforceable where applicable, stock transfer forms, in each case, endorsing the Pledged Equity Interest and perfected Liens as contemplated hereby and executed by the owner of such shares or interests) are delivered to the Collateral Documents Agent, and in the Intercreditor Agreementcase of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document (other than deposit accounts), so as to render when financing statements and other filings specified on Schedule 4.18 in appropriate form are filed in the same available offices specified on Schedule 4.18(a), the Collateral Agent, for the security and benefit of this Indenture the Secured Parties, shall, under New York law, have a fully perfected first priority Lien on, and security interest in, all right, title and interest of the Notes and any Note Guarantee secured hereby, according Loan Parties in such Collateral to the intent extent perfection can be obtained by filing a UCC financing statement or subject to any customary reservations and purposes herein expressed. The Issuer and any Guarantor will each takequalifications contained in customary legal opinions rendered under the laws of the applicable jurisdiction, and will cause their respective Restricted Subsidiaries to take (including as may perfection can be requested obtained by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainappropriate filing under such other applicable law, as security for the Obligations Obligations, in each case prior and superior in right to any other Person (except Liens permitted by Section 7.2) subject in the case of the Issuer Intellectual Property that is the subject of any application or registration in the United States Patent and any Guarantor hereunderTrademark Office or the United States Copyright Office (other than intent to use Trademark applications), in respect to the recordation of appropriate evidence of the CollateralCollateral Agent’s Lien in the United States Patent and Trademark Office and/or United States Copyright Office, valid as appropriate, and enforceable the taking of actions and making of filings necessary under the applicable Requirements of Law to obtain the equivalent of perfection. In the case of Collateral that consists of deposit accounts, securities accounts and/or commodity accounts, each of which are listed in Schedules I and II of the Perfection Certificate with appropriate identifying information, when a Control Agreement is executed and delivered by all parties thereto with respect to such accounts, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Liens first priority Lien on, and security interest in, all right, title and interest of the Loan Parties in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreementproceeds thereof, as security for the Obligations, prior and superior to any other Person except as provided under the applicable Control Agreement with respect to the financial institution party thereto.

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofAdministrative Agent, interestfor the ratable benefit of the Secured Parties, Additional Amounts a legal, valid and premiumenforceable security interest in the Collateral described therein and the proceeds thereof to the extent it can be created under Article 8 or Article 9 of the UCC. In the case of the Pledged Stock, if any, on described in the Notes Guarantee and Collateral Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any Note Guarantee other applicable jurisdiction (“Certificated Securities”), when and as certificates representing such Pledged Stock together with applicable endorsements are delivered to the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwiseAdministrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement and with respect to which a security interest can be perfected by the filing of a financing statement, when financing statements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the overdue principal of offices specified on Schedule 4.19(a) and interest and Additional Amounts (to the extent permitted by law)other actions, if any, set forth on Schedule 3 to the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of NotesCollateral Agreement have been taken, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAdministrative Agent, for the benefit of the Trustee Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Obligations Obligations, in each case prior and superior in right to any other Person subject to Permitted Liens to the extent such Lien can be perfected by such actions and such filings under U.S. law (except, in the case of Collateral other than Pledged Stock, Liens expressly permitted to have priority by Section 7.3). As of the Issuer and Closing Date, no Loan Party that is a limited liability company or partnership has any Guarantor hereunder, in respect Capital Stock that is a Certificated Security. As of the CollateralClosing Date, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementLoan Party that is a limited liability company or partnership has any Capital Stock that is a Certificated Security.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance Security Agreement is effective to create in favor of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee Secured Parties, a legal, valid, binding and enforceable security interest in the Collateral described therein and proceeds and products thereof. In the case of the Pledged Capital Stock described in the Guarantee and Security Agreement, when any stock certificates representing such Pledged Capital Stock are delivered to Agent (or to the First Lien Agent acting as bailee of Agent for perfection) and, in the case of Pledged Capital Stock that is a “security” (as defined in the UCC) but is not evidenced by a certificate, when an instructions agreement, substantially in the form of Annex A to the Guarantee and Security Agreement, has been delivered to Agent (or to the First Lien Agent acting as bailee of Agent for perfection), and in the case of any other Collateral described in the Guarantee and Security Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 3.21(a)-1 (which financing statements may be filed by Agent) at any time and such other filings as are specified on Schedule 2 to the Guarantee and Security Agreement have been completed (all of which filings may be filed by Agent) at any time, the Guarantee and Security Agreement shall constitute a valid Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the Holders, duly created, enforceable proceeds and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproducts thereof, as security for the Obligations of (as defined in the Issuer Guarantee and Security Agreement), in each case prior and superior in right to any Guarantor hereunderother Person (except Permitted Liens). Schedule 3.21(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Closing Date. Schedule 3.21(a)-3 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will be terminated on or prior to the Funding Date; and on or prior to the Closing Date, Borrower will have delivered to Agent, or caused to be filed, duly completed UCC termination statements, authorized by the relevant secured party, in respect of the Collateral, valid and enforceable perfected Liens in and on each such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementUCC Financing Statement.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor Collateral Agreement is effective to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee Secured Parties, a legal, valid and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by security interest in the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the described therein (other than Excluded Collateral) of a type in which a security and benefit of this Indenture and interest can be created under Article 9 of the Notes UCC (including any proceeds of any such item of Collateral). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Collateral), when any Note Guarantee secured herebystock certificates or notes, according as applicable, representing such Pledged Securities are delivered to the intent Collateral Agent (or, in the case of Pledged Securities that are ABL Facility First Priority Collateral, the collateral agent under the ABL Facility Agreement) together with any proper indorsements executed in blank and purposes herein expressed. The Issuer such other actions have been taken with respect to the Pledged Securities of Foreign Subsidiaries as are required under the applicable Law of the jurisdiction of organization of the applicable Foreign Subsidiary (it being understood that no such actions under applicable Law of the jurisdiction of organization of the applicable Foreign Subsidiary shall be required by any Loan Document) and any Guarantor will each take(ii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral), and will cause their respective Restricted Subsidiaries to take when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 (including or, in the case of other Collateral not in existence on the Closing Date, such other offices as may be requested by appropriate) (which financing statements have been duly completed and executed (as applicable) and delivered to the TrusteeCollateral Agent) and such other filings as are specified on Schedule 4.17 are made (or, in the case of other Collateral not in existence on the Closing Date, such other filings as may be appropriate), the Collateral Agent shall have a fully perfected first priority Lien (or, with respect to the ABL Facility First Priority Collateral, a fully perfected second priority Lien) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of such documents and all actions reasonably financing statements in the offices specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Closing Date, such other offices as may be appropriate) and the other filings specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Closing Date, such other filings as may be appropriate), and through the delivery of the Pledged Securities required to cause be delivered on the Collateral Documents and the Intercreditor Agreement to create and maintainClosing Date), as security for the Obligations of the Issuer and any Guarantor hereunderSecured Obligations, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking each case prior in right and priority to the Lien of payment as set forth any other Person (except (i) in the Intercreditor Agreement and subject to no other Liens case of Collateral other than as Pledged Securities that comprise stock of wholly-owned Subsidiaries, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the terms of this Indenture extent required by the Guarantee and the Intercreditor Collateral Agreement.. 103

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal of, interest, Additional Amounts and premium, if any, on Collateral Agent for the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations benefit of the Issuer Secured Parties, a legal, valid and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided enforceable first priority security interest in the Collateral Documents described therein (including any proceeds of any item of Collateral); provided that for purposes of this Section 4.17(a), Collateral shall be deemed to exclude any Property expressly excluded from the definition of “Collateral” as set forth in the Guarantee and the Intercreditor Collateral Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, Deposit Accounts (as defined in the provisions providing for foreclosure Guarantee and release Collateral Agreement). In the case of (i) the Pledged Securities described in the Guarantee and Collateral and authorizing the Security Agent to enter into Agreement, when any Collateral Document on its behalf) stock certificates or notes, as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents applicable, representing such Pledged Securities are delivered to the Security Collateral Agent pursuant and (ii) the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 (which financing statements have been duly completed and executed (as applicable) and delivered to the Collateral DocumentsAgent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement are made, the Collateral Agent shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Issuer Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of financing statements in the offices specified on Schedule 4.17 and the Parent willfilings specified on Schedule 3 to the Guarantee and Collateral Agreement, and through the Parent will cause each delivery of its Restricted Subsidiaries to, do or cause the Pledged Securities required to be done all such acts and things as may be required, delivered on the Closing Date (or which after the Security Agent from time ClosingFirst Amendment Effective Date pursuant to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainSection 6.12)), as security for the Obligations of the Issuer and any Guarantor hereunderObligations, in respect of the Collateral, valid each case prior and enforceable perfected Liens in and on such Collateral ranking superior in right and priority of payment as set forth to any other Person (except (i) in the Intercreditor Agreement and subject to no other Liens case of Collateral other than as Pledged Stock, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the terms of this Indenture extent required by the Guarantee and the Intercreditor Collateral Agreement.

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAdministrative Agent, for the benefit of the Trustee Secured Parties, a legal, valid and enforceable (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock (as defined in the Guarantee and Collateral Agreement) that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Pledged Stock (which, in the case of certificated securities in registered form, are indorsed to the Administrative Agent or in blank by an effective indorsement) are delivered to the Administrative Agent, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements, Intellectual Property Security Agreements and other filings specified on Schedule 4.19(a) in appropriate form are filed in the USPTO and USCO and the Holdersoffices specified on Schedule 4.19(a), duly createdas applicable (to the extent a security interest may be perfected by such filing), the Administrative Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.3). As of the Closing Date, none of the Capital Stock of any direct Subsidiary of a Loan Party that is a limited liability company or partnership has any Capital Stock that is a Certificated Security and included in the Collateral. (b) Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable and perfected Liens (except as contemplated hereby enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law)) Lien on the Collateral Documents Mortgaged Properties described therein and proceeds thereof, and when the Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Obligations of (as defined in the Issuer and any Guarantor hereunderrelevant Mortgage), in respect of the Collateral, valid each case prior and enforceable perfected Liens in and on such Collateral ranking superior in right and priority of payment as set forth in the Intercreditor Agreement and subject to no any other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreement.Person. 4.20

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAdministrative Agent, for the benefit of the Trustee Lenders, a legal, valid and enforceable security interest in the Collateral (other than the Mortgaged Properties) described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 7.19(a)-1 (which financing statements have been duly completed and delivered to the Administrative Agent) and such other filings as are specified on Schedule 3 to the Guarantee and Collateral Agreement (all documentation in respect of which other filings have been or will have been duly completed and executed and delivered to the Administrative Agent on or prior to the Amendment and Restatement Effective Date), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, Liens permitted by Section 10.3). Schedule 7.19(a)-2 lists each UCC Financing Statement that (i) names any Loan Party as debtor and (ii) will remain on file after the Issuer Amendment and Restatement Effective Date. Schedule 7.19(a)-3 lists each UCC Financing Statement that (i) names any Guarantor hereunderLoan Party as debtor and (ii) will be terminated on or prior to the Amendment and Restatement Effective Date; and on or prior to the Amendment and Restatement Effective Date, the Primary Borrower will have delivered to the Administrative Agent, or caused to be filed, duly completed UCC termination statements, authorized by the relevant secured party, in respect of the Collateral, valid and enforceable perfected Liens each UCC Financing Statement listed in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementSchedule 7.19(a)-3.

Security Documents. (a) The due Guarantee and punctual payment Collateral Agreement and each other US Security Document (other than any Mortgages) executed and delivered by a Loan Party is effective to create in favor of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAdministrative Agent, for the benefit of the Trustee Secured Parties, a legal, valid, binding and enforceable security interest in the HoldersCollateral described therein, duly created, enforceable and perfected Liens except as contemplated hereby enforceability may be limited by applicable Debtor Relief Laws and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). Subject to the terms of Section 5.9(d) and except as otherwise provided under applicable Requirements of Law (including the UCC), in the case of (i) the Pledged Capital Stock described in the Guarantee and Collateral Agreement, when any stock certificates representing such Pledged Capital Stock (and constituting “certificated securities” within the meaning of the UCC) are delivered to the Administrative Agent (or the Senior Lien Administrative Agent (subject to the Senior/Junior Intercreditor Agreement and any Senior Pari Passu Intercreditor Agreement)), (ii) Collateral with respect to which a security interest may be perfected only by possession or control, upon the taking of possession or control by the Administrative Agent (or the Senior Lien Administrative Agent (subject to the Senior/Junior Intercreditor Agreement and any Senior Pari Passu Intercreditor Agreement)) of such Collateral, and (iii) the other personal property Collateral described in the US Security Documents, when financing statements in appropriate form are filed in the appropriate filing offices, appropriate assignments or notices are filed in each applicable IP Office and such other filings as are specified by the Guarantee and Collateral Agreement have been completed, the Lien on the Collateral Documents created by the Guarantee and the Intercreditor AgreementCollateral Agreement shall constitute a fully perfected Lien on, so as to render the same available for the and security interest in, all right, title and benefit of this Indenture and interest of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainLoan Parties in such Collateral, as security for the Obligations of the Issuer and any Guarantor hereunderObligations, in respect each case prior to the Liens of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth in the Intercreditor Agreement and subject to no any other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementPerson (except Permitted Liens).

Security Documents. The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all Collateral Agreement and each other obligations of the Issuer and any Guarantor Security Document is, or upon execution will be, effective to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee Secured Parties, a valid security interest in the Collateral described therein and proceeds thereof (to the Holdersextent a security interest can be created therein under the Uniform Commercial Code). In the case of the Pledged Equity Interests, duly createdwhen stock or interest certificates representing such Pledged Equity Interests (along with properly completed stock or interest powers endorsing the Pledged Equity Interest and executed by the owner of such shares or interests) are delivered to the Collateral Agent, enforceable and perfected Liens as contemplated hereby in the case of the other Collateral described in the Guarantee and Collateral Agreement or any other Security Document, when financing statements and other filings specified on Schedule 5.19 in appropriate form are filed in the offices specified on Schedule 5.19 and upon the taking of possession or control by the Collateral Documents Agent of the Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Collateral Agent to the extent required by the Security Documents), the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (other than Intellectual Property, if any, established under laws of jurisdictions outside the United States, except to the extent a security interest therein can be perfected by filing of a financing statement under the Uniform Commercial Code) and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Obligations Obligations, in each case, prior and superior in right to any other Person (except Liens permitted by Section 8.3) subject, in the case of the Issuer and Intellectual Property that is the subject of any Guarantor hereunderapplication or registration, in respect to the recordation of appropriate evidence of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth Agent’s Lien in the Intercreditor Agreement United States Patent and subject to no other Liens other than Trademark Office and/or United States Copyright Office, as permitted by the terms of this Indenture appropriate, and the Intercreditor Agreement.taking of actions and making of filings necessary under the applicable Requirements of Law to obtain the equivalent of perfection. 5.20

Security Documents. The due Subject to the time periods set forth in Schedule 5.2, the Guarantee and punctual payment Collateral Agreement is effective to create in favor of the principal ofLender a legal, interest, Additional Amounts valid and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an enforceable security interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided in the Collateral Documents described therein and the Intercreditor Agreement. Each Holder of Notes, by its acceptance proceeds thereof, consents and agrees except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the terms enforcement of creditors’ rights generally or by general equitable principles (whether enforcement is sought by proceedings in equity or at law). In the case of the Pledged Stock described in the Guarantee and Collateral Documents and Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the Intercreditor Agreement and meaning of Section 8-102(a)(15) of the UCC or the corresponding code or statute of any additional intercreditor agreement other applicable jurisdiction (including“Certificated Securities”), without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents when certificates representing such Pledged Stock are delivered to the Security Agent Lender, and in the case of the other Collateral constituting personal property described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 4.19 in appropriate form are filed in the offices specified on Schedule 4.19, the Lender shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the Obligations, in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political subdivision thereof) and its territories and possessions pursuant to the UCC or upon the receipt and recording of an Intellectual Property Security Agreement with the USCRO or the USPTO, as applicable, in each case, prior and superior in right to any other Person (except, in the case of Collateral Documentsother than Pledged Stock, Liens permitted by Section 7.2 or in the case of Collateral that is Pledged Stock, Liens permitted by Section 7.2 which arise by operation of law). Each of the Mortgages delivered after the Closing Date will be, upon execution, effective to create in favor of the Lender a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Issuer Mortgages are filed in the offices for the applicable jurisdictions in which the Mortgaged Properties are located, each such Mortgage shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainproceeds thereof, as security for the Obligations of (as defined in the Issuer and any Guarantor hereunderrelevant Mortgage), in respect of the Collateraleach case, valid prior and enforceable perfected Liens in and on such Collateral ranking superior in right and priority of payment as set forth in the Intercreditor Agreement and to any other Person (subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor AgreementSection 7.2).

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor Collateral Agreement is effective to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee Secured Parties, a legal, valid and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by security interest in the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the described therein (other than Excluded Collateral) of a type in which a security and benefit of this Indenture and interest can be created under Article 9 of the Notes UCC (including any proceeds of any such item of Collateral). In the case of (i) the Pledged Securities described in the Guarantee and Collateral Agreement (other than Excluded Collateral), when any Note Guarantee secured herebystock certificates or notes, according as applicable, representing such Pledged Securities are delivered to the intent Collateral Agent (or, in the case of Pledged Securities that are ABL Facility First Priority Collateral, the collateral agent under the ABL Facility Agreement) together with any proper indorsements executed in blank and purposes herein expressed. The Issuer such other actions have been taken with respect to the Pledged Securities of Foreign Subsidiaries as are required under the applicable Law of the jurisdiction of organization of the applicable Foreign Subsidiary (it being understood that no such actions under applicable Law of the jurisdiction of organization of the applicable Foreign Subsidiary shall be required by any Loan Document) and any Guarantor will each take(ii) the other Collateral described in the Guarantee and Collateral Agreement (other than Excluded Collateral), and will cause their respective Restricted Subsidiaries to take when financing statements in appropriate form are filed in the offices specified on Schedule 4.17 (including or, in the case of other Collateral not in existence on the Closing Date, such other offices as may be requested by appropriate) (which financing statements have been duly completed and executed (as applicable) and delivered to the TrusteeCollateral Agent) and such other filings as are specified on Schedule 4.17 are made (or, in the case of other Collateral not in existence on the Closing Date, such other filings as may be appropriate), the Collateral Agent shall have a fully perfected first priority Lien (or, with respect to the ABL Facility First Priority Collateral, a fully perfected second priority Lien) on, and security interest in, all right, title and interest of the Loan Parties in such Collateral (including any proceeds of any item of Collateral) (to the extent a security interest in such Collateral can be perfected through the filing of such documents and all actions reasonably financing statements in the offices specified on Schedule 4.17 (or, in the case of other Collateral not in existence on the Closing Date, such other offices as may be appropriate) and the other filings specified on Schedule 4.17 (or, in the case of other Collateral not in 134 #93138577v21 US-DOCS\115367111.15 LEGAL_US_E # 147442669.29 existence on the Closing Date, such other filings as may be appropriate), and through the delivery of the Pledged Securities required to cause be delivered on the Collateral Documents and the Intercreditor Agreement to create and maintainClosing Date), as security for the Obligations of the Issuer and any Guarantor hereunderSecured Obligations, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking each case prior in right and priority to the Lien of payment as set forth any other Person (except (i) in the Intercreditor Agreement and subject to no other Liens case of Collateral other than as Pledged Securities that comprise stock of wholly-owned Subsidiaries, Liens permitted by Section 7.3 and (ii) Liens having priority by operation of law) to the terms of this Indenture extent required by the Guarantee and the Intercreditor Collateral Agreement.

Security Documents. The due On the Closing Date, each of Holdings and punctual payment the Domestic Subsidiaries of Holdings shall have duly authorized, executed and delivered the principal of, interest, Additional Amounts Second Amended and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Restated Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided Collateral Agreement substantially in the Collateral Documents and the Intercreditor Agreement. Each Holder form of NotesExhibit G (as modified, by its acceptance thereof, consents and agrees to the terms of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect amended or may be amended supplemented from time to time in accordance with its the terms thereof and authorizes hereof, the “Guarantee and directs Collateral Agreement”) together with (A) UCC financing statements and other applicable documents under the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver laws of all necessary or appropriate jurisdictions with respect to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, for the benefit perfection of the Trustee Liens granted under the Guarantee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the TrusteeAdministrative Agent in order to perfect such Liens, duly authorized by the applicable Credit Parties and (B) any priority search certificates identifying the registrations made with the “International Registry” (as defined under the Cape Town Convention) and all actions reasonably required lien searches with the FAA, in each case, relating to cause the airframes with respect to the Aircraft and Engines included (or to be included on the Closing Date) in the Collateral Documents Pool, and copies of favorable UCC, tax, and judgment search reports in all necessary or appropriate jurisdictions, as requested by the Administrative Agent, indicating that there are no prior Liens on any of the Collateral or on the Capital Stock of the Targets LEGAL02/38433738v11 or their Subsidiaries, in each case, other than Permitted Liens. On the Closing Date, the Administrative Agent shall have received copies of duly executed FAA form “Aircraft Security Agreements” and/or “Amended and Restated Aircraft Security Agreements” to be filed on the Closing Date with the FAA, the substance of which shall be satisfactory to the Administrative Agent, covering the Aircraft and Engines included (or to be included on the Closing Date) in the Collateral Pool and the Intercreditor Agreement registrations satisfactory to create the Administrative Agent shall have been made with the “International Registry” (as defined under the Cape Town Convention) relating to the airframes with respect to the Aircraft and maintain, as security for Engines owned by the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collateral, valid and enforceable perfected Liens in and on such Collateral ranking in right and priority of payment as set forth Targets to be included in the Intercreditor Agreement and subject to no other Liens other than as permitted by Collateral Pool on the terms of this Indenture and the Intercreditor AgreementClosing Date.

Security Documents. The due and punctual payment (a) Each of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (Security Documents is effective to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided create in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee Secured Parties, a legal, valid and enforceable first priority security interest (subject only to the ABL/Term Loan Intercreditor Agreement and Liens permitted hereunder) in the Collateral described therein and proceeds thereof, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. In the case of (i) the Capital Stock described in the Security Agreement that are securities represented by stock certificates or otherwise constituting certificated securities within the meaning of Section 8-102(a)(15) of the New York UCC or the corresponding code or statute of any other applicable jurisdiction (“Certificated Securities”), when certificates representing such Capital Stock are delivered to the First Lien Term Collateral Agent along with instruments of transfer in blank or endorsed to the First Lien Term Collateral Agent, and (ii) the other Collateral described in clause (i) constituting personal property described in the Security Agreement, when financing statements and other filings, agreements and actions specified on Schedule 5.19(a) in appropriate form are executed and delivered, performed or filed in the offices specified on Schedule 5.19(a), as the case may be, the Collateral Agent, for the benefit of the Secured Parties, shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in all Collateral that may be perfected by filing, recording or registering a financing statement or analogous document and the Holders, duly created, enforceable and proceeds thereof (to the extent such Liens may be perfected Liens as contemplated hereby and by possession of the Certificated Securities by the First Lien Term Collateral Documents and the Intercreditor AgreementAgent or such filings, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested agreements or other actions or perfection is otherwise required by the Trustee) terms of any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintainLoan Document), as security for the Obligations of the Issuer and any Guarantor hereunderObligations, in respect of the Collateral, valid each case prior and enforceable perfected Liens in and on such Collateral ranking superior in right and priority to any other Person (except, in the case of payment Xxxxx permitted hereunder). Other than as set forth in on Schedule 5.19(a), as of the Intercreditor Agreement and subject to no other Liens other than as permitted by Closing Date, none of the terms Capital Stock of this Indenture and the Intercreditor AgreementBorrower or any Subsidiary Guarantor that is a limited liability company or partnership is a Certificated Security.

Security Documents. The due and punctual payment of the Pari Passu Lien Notes Obligations, including payment of the principal of, interest, Additional Amounts and premium, if any, and interest on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment dateInterest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)of, premium, if any, and interest on the Notes and any Note Guarantee and performance of all other obligations Obligations of the Issuer Company and any Guarantor the Subsidiary Guarantors to the Holders of NotesHolders, the Trustee and or the Security Notes Collateral Agent under this Indenture, the Notes Notes, the Subsidiary Guarantees and any Note Guaranteethe Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Collateral Documents and Security Documents, which define the Intercreditor Agreement. Each Holder terms of Notesthe Liens that secure Pari Passu Lien Notes Obligations, by its acceptance thereof, consents and agrees subject to the terms of the Collateral Documents Intercreditor Agreements. The Trustee and the Intercreditor Agreement Company hereby acknowledge and any additional intercreditor agreement (including, without limitation, agree that the provisions providing for foreclosure and release of Notes Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into holds the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holds, trust for the benefit of the Holders, the Trustee and the Holders, duly created, enforceable Notes Collateral Agent and perfected Liens as contemplated hereby and by pursuant to the Collateral terms of the Security Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressedAgreements. The Issuer Company and any Guarantor will each take, the Subsidiary Guarantors shall make all filings and will cause their respective Restricted Subsidiaries to take recordings (including as filings of continuation statements and amendments to UCC financing statements that may be requested necessary to continue the effectiveness of such UCC financing statements) as are required by the Trustee) any Security Documents to create, preserve, maintain or validate (at the sole cost and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations expense of the Issuer and any Guarantor hereunderthe Subsidiary Guarantors) the security interests created by the Security Documents in the Collateral (subject to the terms of the Intercreditor Agreements and the Security Documents) as a perfected security interest to the extent perfection is required by the Security Documents and within the time frames set forth therein, subject only to Permitted Liens, and with the priority required by the Intercreditor Agreements, and the other Security Documents. In addition, the Trustee and Notes Collateral Agent shall have no responsibility or liability (i) in connection with the acts or omissions of the Company in respect of the Collateralforegoing or (ii) for or with respect to the legality, valid validity and enforceable perfected Liens enforceability of any security interest created in and on such the Collateral ranking in right or the perfection and priority of payment as set forth in the Intercreditor Agreement and subject to no other Liens other than as permitted by the terms of this Indenture and the Intercreditor Agreementsuch security interest.

Security Documents. (a) The due and punctual payment of the principal of, interest, Additional Amounts and premium, if any, on the Notes and any Note Guarantee when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and any Note Guarantee and performance of all other obligations of the Issuer and any Guarantor to the Holders of Notes, the Trustee and the Security Agent under this Indenture, the Notes and any Note Guarantee, according to the terms hereunder or thereunder, are secured as provided Collateral Agreement creates in the Collateral Documents and the Intercreditor Agreement. Each Holder of Notes, by its acceptance thereof, consents and agrees to the terms favor of the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement (including, without limitation, the provisions providing for foreclosure and release of Collateral and authorizing the Security Agent to enter into any Collateral Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Security Agent to enter into the Collateral Documents and the Intercreditor Agreement and any additional intercreditor agreement and to perform its obligations and exercise its rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Agent pursuant to the Collateral Documents, and the Issuer and the Parent will, and the Parent will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as may be required, or which the Security Agent from time to time may reasonably request, to assure and confirm to the Trustee that the Security Agent holdsAgent, for the benefit of the Trustee and the HoldersSecured Parties, duly created, enforceable and perfected Liens as contemplated hereby and by the Collateral Documents and the Intercreditor Agreement, so as to render the same available for the security and benefit of this Indenture and of the Notes and any Note Guarantee secured hereby, according to the intent and purposes herein expressed. The Issuer and any Guarantor will each take, and will cause their respective Restricted Subsidiaries to take (including as may be requested by the Trustee) any and all actions reasonably required to cause the Collateral Documents and the Intercreditor Agreement to create and maintain, as security for the Obligations of the Issuer and any Guarantor hereunder, in respect of the Collaterala legal, valid and enforceable security interest in the Collateral (as defined in the Guarantee and Collateral Agreement) and the proceeds thereof, subject to the effects of bankruptcy, insolvency or similar laws affecting creditors’ rights generally and general equitable principles, and (i) with respect to all Pledged Collateral (as defined in the Guarantee and Collateral Agreement) to be delivered to the Collateral Agent or, in the case of Pledged Collateral (as defined in the Guarantee and Collateral Agreement) that is ABL Facility First Priority Collateral, the collateral agent under the ABL Facility Credit Agreement, the Lien created under the Guarantee and Collateral Agreement will constitute, a fully perfected first priority Lien (or, with respect to the ABL Facility First Priority Collateral, a fully perfected second priority Lien) on, and security interest in, all right, title and interest of the Loan Parties in such Pledged Collateral as to which perfection may be obtained by such actions, in each case prior and superior in right to any other person (other than the rights of persons pursuant to (x) Liens permitted by Section 6.02(z) and (y) Liens permitted by Section 6.02 having priority by operation of law), and (ii) with the filing of financing statements in appropriate form to be filed in the offices specified on Schedule 3.19(a) (as such schedule may be updated from time to time; provided, that such schedules shall be deemed to be updated when the Borrower provides the relevant information in accordance with the Guarantee and on Collateral Agreement), the Lien created under the Guarantee and Collateral Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral ranking (other than Intellectual Property, as defined in the Guarantee and Collateral Agreement) as to which perfection may be obtained by such filings, in each case prior and superior in right and priority of payment as set forth in the Intercreditor Agreement and subject to no any other Liens person, other than as with respect to Liens expressly permitted by Section 6.02 and, with respect to the terms of this Indenture and ABL Facility First Priority Collateral, the Intercreditor AgreementABL Lenders.