Common use of Security Documents Clause in Contracts

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

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

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

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

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

Security Documents. (a) The due and punctual payment of the principal of of, premium and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations Obligations of the Issuer and the Guarantors to the Holders of Notes Holders, the Trustee or the Trustee Collateral Agent under this Indenture, the Notes or Notes, the Note Guarantees, and the Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents Documents. The Trustee, the Issuer and the Group Intercreditor DeedGuarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Collateral Agent and pursuant to the terms of the Security Documents. Each Holder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and the Group Intercreditor Deed foreclosure of Collateral), each as the same may be in effect or may be amended from time to time in accordance with their termsterms and this Indenture, and authorizes and directs the Trustee and the Security Trustee Collateral Agent, if applicable to enter into the relevant Security Documents and the Group Junior Intercreditor Deed (as Agreement, if any, at any time, if applicable) , and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. Each Holder, by acceptance of the Notes, shall be deemed to (i) have authorized and instructed the Collateral Agent to, without any further consent of any Holder, enter into (or acknowledge and consent to) or, subject to Article IX, amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Security Document or any other intercreditor agreement, (ii) have irrevocably agreed that (x) the Collateral Agent may rely exclusively on an Officer’s Certificate of the Issuer as to whether any such other Liens are not prohibited and (y) any Security Document or other intercreditor agreement entered into by the Collateral Agent in accordance with the terms of this Indenture shall be binding on such Holder and such Holder will take no actions contrary to the provisions of, if entered into and if applicable, any Security Document or intercreditor agreement and (iii) have irrevocably agreed that it will not challenge, question or contest or support any other person in challenging, questioning or contesting, in any proceeding (including any insolvency or liquidation proceeding after the Conversion Date), (x) the perfection, priority, validity, attachment or enforceability of any Lien held by or on behalf of any other holder of Second Lien Obligations in all or any part of the Collateral or (y) the validity or enforceability of any Second Lien Obligations of any series or any Security Document. The Issuer will shall deliver to the Trustee and the Collateral Agent copies of all documents delivered required to the Security Trustee be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and the Group Intercreditor Deed (as applicable). Each benefit of this Indenture and of the CompanyNotes secured hereby, according to the intent and purposes herein expressed. On or following the Conversion Date, the Issuer and the Guarantors will takeGrantor (and if the Staggered Emergence is undertaken, and will cause its respective Subsidiaries with respect to takeany Designated Entity that is an Other Obligor before the Conversion Date, upon request on or promptly following the date such Designated Entity becomes a Restricted Subsidiary of the Trustee and Issuer after the Security TrusteeConversion Date, such Designated Entity) shall execute any and all actions reasonably further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under the Note Documents or applicable law in order to cause grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the security interests created or intended to be created by the Security Documents in the Collateral and cause the Group Intercreditor Deed (Collateral Requirement to be and remain satisfied, provided that for so long as applicable) there are outstanding any Senior Secured Credit Facility Obligations, no actions shall be required to create and maintain, as be taken with respect to the perfection of security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien interests in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as Documents in the case may beCollateral to the extent not required to be taken with respect to the Applicable Credit Agreement.

Security Documents. (a) The due and punctual payment of the principal of of, premium and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations Obligations of the Issuer and the Guarantors to the Holders of Notes Holders, the Trustee or the Trustee Collateral Agent under this Indenture, the Notes or and the Note GuaranteesSecurity Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents Documents. The Trustee, the Issuer and the Group Intercreditor DeedGrantor hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Collateral Agent and pursuant to the terms of the Security Documents. Each Holder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and the Group Intercreditor Deed foreclosure of Collateral), each as the same may be in effect or may be amended from time to time in accordance with their termsterms and this Indenture, and authorizes and directs the Trustee and the Security Trustee Collateral Agent, if applicable to enter into the relevant Security Documents Documents, the Third Lien Intercreditor Agreement and the Group Junior Intercreditor Deed Agreement, if any, at any time, if applicable (as applicable) including by way of joinder thereto), and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. Each Holder, by acceptance of the Notes, shall be deemed to (i) have authorized and instructed the Collateral Agent to, without any further consent of any Holder, enter into (or acknowledge and consent to) or, subject to Article IX, amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Security Document or any other intercreditor agreement, (ii) have irrevocably agreed that (x) the Collateral Agent may rely exclusively on an Officer’s Certificate of the Issuer as to whether any such other Liens are not prohibited and (y) any Security Document or other intercreditor agreement entered into by the Collateral Agent in accordance with the terms of this Indenture shall be binding on such Holder and such Holder will take no actions contrary to the provisions of, if entered into and if applicable, any Security Document or intercreditor agreement and (iii) have irrevocably agreed that it will not challenge, question or contest or support any other person in challenging, questioning or contesting, in any proceeding (including any insolvency or liquidation proceeding), (x) the perfection, priority, validity, attachment or enforceability of any Lien held by or on behalf of any other holder of First Lien Obligations in all or any part of the Collateral or (y) the validity or enforceability of any First Lien Obligations of any series or any Security Document. The Issuer will shall deliver to the Trustee and the Collateral Agent copies of all documents delivered required to the Security Trustee be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and the Group Intercreditor Deed (as applicable). Each benefit of this Indenture and of the CompanyNotes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, Grantor shall execute any and all actions reasonably further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under the Note Documents or applicable law in order to cause grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the security interests created or intended to be created by the Security Documents in the Collateral and cause the Group Intercreditor Deed (Collateral Requirement to be and remain satisfied, provided that for so long as applicable) there are outstanding any Senior Secured Credit Facility Obligations, no actions shall be required to create and maintain, as be taken with respect to the perfection of security for interests in the Obligations of Security Documents in the Collateral to the extent not required to be taken with respect to the Credit Agreement. The Issuer and the Guarantors hereunderGrantor shall execute any and all further documents, a valid financing statements (including continuation statements and enforceable perfected Lien amendments to financing statements), agreements and instruments, and take all further action that may be required under the Note Documents or applicable law in order to grant, preserve, maintain, protect and on perfect (or continue the relevant Collateral in favor perfection of) the validity and priority of the Trustee security interests created or intended to be created by the Security TrusteeDocuments in the Collateral and cause the Collateral Requirement to be and remain satisfied, provided that for so long as there are outstanding any Senior Secured Credit Facility Obligations, no actions shall be required to be taken with respect to the case may beperfection of security interests in the Security Documents in the Collateral to the extent not required to be taken with respect to the Credit Agreement.

Security Documents. (a) The due and punctual payment of the principal of of, premium and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations First Lien Notes Obligations of the Issuer, the Co-Issuer and the Guarantors to the Holders of Notes or the Trustee Secured Parties under this Indenture, the Notes or Notes, the Note GuaranteesGuarantees and the Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents Documents, which define the terms of the Liens that secure the First Lien Notes Obligations, subject to the terms of the First Lien Intercreditor Agreement. The Trustee, the Company and the Group Intercreditor DeedCo-Issuer hereby acknowledge and agree that the Notes Collateral Agents hold the Collateral in trust for the benefit of the Secured Parties and pursuant to the terms of this Indenture and the Security Documents. Each Holder, by its acceptance thereofaccepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Group First Lien Intercreditor Deed Agreement as the same may be in effect or may be amended from time to time in accordance with their termsterms and this Indenture and the First Lien Intercreditor Agreement, and authorizes and directs the Trustee and the Security Trustee each Notes Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will Subject to the Applicable Collateral Limitations, the Company shall deliver to the Trustee each Notes Collateral Agent copies of all documents delivered required to the Security Trustee be filed pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will taketo which such Notes Collateral Agent is a party, and will do or cause its respective Subsidiaries to takebe done all such acts and things as may be reasonably required by the next sentence of this Section 1401, upon request to provide to the Notes Collateral Agents the security interest in the Collateral contemplated hereby and/or by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Trustee Notes secured hereby, according to the intent and purposes herein expressed. Subject to the Security TrusteeApplicable Collateral Limitations, the Company shall, and shall cause the Subsidiaries of the Company to, take any and all actions reasonably and make all filings (including, without limitation, the filing of UCC or PPSA financing statements, continuation statements and amendments thereto (or analogous procedures under the applicable laws in the relevant jurisdiction)) required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the First Lien Notes Obligations of the Issuer Co-Issuers and the Guarantors hereunderto the Secured Parties, a valid and enforceable perfected Lien and security interest in and on all of the relevant Collateral (subject to the terms of the Security Documents), in favor of the Trustee or Notes Collateral Agents for the Security Trustee, as benefit of the case may beSecured Parties subject to no Liens other than Permitted Liens.

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

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

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

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

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

Security Documents. The In order to secure the due and punctual payment of the principal of and principal, premium, interest and if any, Additional Amounts, if any, and interest on the Notes and the Note Guarantees Securities, when and as the same shall be due and payable, whether on an Interest Payment Date, at maturitythe Maturity Date, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, Securities and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or Securities and the Note Guarantees, according the Issuer and the Guarantors have, on the Issue Date simultaneously with the execution and delivery of this Indenture, entered into the Security Documents. Any Person which, after the Issue Date, becomes a Guarantor under this Indenture, shall, upon becoming a Guarantor under this Indenture, become a party to each applicable Security Document with respect to the terms hereunder assets or thereunderproperty of such Person, are secured as provided in if any, that secure the Security Documents and the Group Intercreditor DeedObligations of such Person. Each Holder, by its acceptance thereofaccepting a Security, consents and agrees to all of the terms and provisions of the Security Documents, as the same may be amended from time to time pursuant to the terms of the Security Documents and the Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with their termsthis Indenture, and authorizes and directs the Trustee to enter into, or instruct the Collateral Agent to enter into, the Security Documents on its behalf and on behalf of such Holder, to appoint the Collateral Agent to serve as collateral agent and representative of the Trustee and such Holder thereunder and in accordance therewith and for each of the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and Collateral Agent to perform their respective its obligations and exercise their respective its rights thereunder and in accordance therewith. In addition, each Holder further acknowledges and agrees that the Trustee is not required to, and shall not, take any action requested by a Holder under, in respect of or otherwise in connection with any Security Document, including, without limitation, instructing the Collateral Agent to enforce any of the Security Documents, unless the requisite Holders have properly instructed the Trustee in accordance with the terms of this Indenture, and the Trustee shall suffer no liability for not acting in the absence of any such instructions. The Issuer will shall deliver to the Trustee copies of all documents delivered to the Security Trustee Collateral Agent pursuant to the Security Documents Documents, and shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Group Intercreditor Deed (as applicable). Each provisions of the CompanySecurity Documents, the Issuer to assure and the Guarantors will take, and will cause its respective Subsidiaries confirm to take, upon request of the Trustee and the Collateral Agent the Liens on and security interests in the Collateral contemplated by this Indenture, the Security TrusteeDocuments or any part hereof or thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities and Guarantees secured thereby, according to the intent and purposes herein and therein expressed. The Issuer and each Guarantor shall take, upon the written request of the Collateral Agent or the Trustee (to the extent the Trustee is permitted to make such request under the Security Documents), any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations obligations of the Issuer and the Guarantors hereunderunder this Indenture, the Securities and the Guarantees, a valid and enforceable perfected Lien on and security interest in and on all of the relevant Collateral Collateral, in favor of the Trustee or Collateral Agents for the benefit of the Secured Parties. Any collateral held by a Collateral Agent (as defined in the applicable Security Trustee, as Documents) for the case may bebenefit of the Secured Parties shall constitute Collateral for purposes of this Indenture.

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

Security Documents. The (a)The due and punctual payment of the principal of and premiumof, premium on, if any, interest and Additional Amounts, if any, on on, the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and of, premium on, if any, interest and Additional Amounts Amounts, if any (to the extent permitted by law), if any, on the Notes and Notes, the Notes Guarantees, Guarantees and performance of all other monetary obligations of the Issuer Issuers and the Guarantors to the Holders of Notes or the Trustee and the Security Agent under this Indenture, the Notes or and the Note Guarantees, Guarantees according to the terms hereunder or thereunder, are secured as provided in the Security Documents Intercreditor Agreement, the ABL Intercreditor Agreement, any Additional Intercreditor Agreement and the Group Intercreditor DeedSecurity Documents. Each Holder, by its acceptance thereof, of a Note: (i) consents and agrees to the terms of the Intercreditor Agreement, the ABL Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Liens and authorizing the Group Intercreditor Deed Security Agent to enter into any Security Document on its behalf) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and (ii) authorizes and directs the Trustee and the Security Trustee Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer Issuers will deliver to the Trustee copies of all documents delivered to the Security Trustee Agent pursuant to the Security Documents Documents, and, subject to the Agreed Security Principles, the Issuers and the Group Intercreditor Deed (Guarantors will, and the Issuers will cause each of its Restricted Subsidiaries to, do or cause to be done all such acts and things as applicable). Each may be necessary or proper, or as may be required by the provisions of the CompanySecurity Documents, to assure and confirm to the Trustee that the Security Agent holds, for the benefit of the Trustee and the Holders, duly created, enforceable and perfected Liens as contemplated hereby and by the Security Documents, so as to render the same available for the security and benefit of this Indenture and of the Notes and the Guarantees secured thereby, according to the intent and purposes herein expressed. Subject to the Agreed Security Principles, the Issuer Intercreditor Agreement and the ABL Intercreditor Agreement, the Issuers and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations obligations of the Issuer and Issuers under the Guarantors hereunderNotes, a valid and enforceable perfected Lien in and (i) on the relevant Collateral held by the ABL Guarantors in favor of accordance with the Trustee or relative priorities set forth in the Security Trustee, as ABL Intercreditor Agreement and the case may be.Intercreditor Agreement and (ii) on the Collateral held by the Guarantors other than the ABL Guarantors in accordance with the relative priorities set forth in the Intercreditor Agreement. ​ ​

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

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

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

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

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

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

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

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

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

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

Security Documents. The due Security Agreement, the Pledge Agreement each as amended and punctual payment in effect from time to time, and any additional documents evidencing or perfecting the Administrative Agent's lien on the assets of the applicable Borrowers for the benefit of the applicable Lenders (including Uniform Commercial Code financing statements). SELLER SUBORDINATED DEBT. Indebtedness of the Borrowers (other than the Senior Subordinated Debt) which has been subordinated and made junior to the payment and performance in full in cash of the Obligations, and evidenced as such by a subordination agreement containing subordination provisions substantially in the form of EXHIBIT E (the "SUBORDINATION AGREEMENT") hereto; PROVIDED that (a) at the time such Seller Subordinated Debt is incurred, no Default or Event of Default has occurred or would occur as a result of such incurrence, and (b) the documentation evidencing such Seller Subordinated Debt shall have been delivered to the Administrative Agent and shall contain ALL of the following characteristics: (i) it shall be unsecured, (ii) it shall bear interest at a rate not to exceed the market rate, (iii) it shall have a final maturity of at least three (3) years, (iv) it shall not require unscheduled principal repayments thereof prior to the maturity date of and premiumsuch debt, interest and Additional Amounts(v) if it has any covenants, if anysuch covenants (including covenants relating to incurrence of indebtedness) shall be meaningfully less restrictive than those set forth herein, (vi) it shall have no restrictions on the Borrower's ability to grant liens securing indebtedness ranking senior to such Seller Subordinated Debt, (vii) it shall permit the incurrence of senior indebtedness under this Credit Agreement, (viii) it may be cross-accelerated with the Obligations and other senior indebtedness of the Borrowers (but shall not be cross-defaulted except for payment defaults which the senior lenders have not waived) and may be accelerated upon bankruptcy, (ix) it shall provide for the complete, automatic and unconditional release of any and all guarantees of such Seller Subordinated Debt granted by any Borrower in the event of the sale by any Person of such Borrower or the sale by any Person of all or substantially all of such Borrower's assets (including in the case of a foreclosure), (x) it shall provide that (A) upon any payment or distribution of the assets of the Borrowers (including after the commencement of a bankruptcy proceeding) of any kind or character, all of the Obligations (including interest accruing after the commencement of any bankruptcy proceeding at the rate specified for the applicable Obligation, whether or not such interest is an allowable claim in any such proceeding) shall be paid in full in cash prior to any payment being received by the holders of the Seller Subordinated Debt and (B) until all of the Obligations (including the interest described in subclause (A) above) are paid in full in cash, any payment or distribution to which the holders of the Seller Subordinated Debt would be entitled but for the subordination provisions of the type described in clauses (xi) and (xii) hereof shall be made to the holders of the Obligations, (xi) it shall provide that in the event of a payment default under ss.13.1(a) or (b) hereof, the Borrowers shall not be required to paY the principal of, or any interest, fees and all other amounts payable with respect to the Seller Subordinated Debt until the Obligations have been paid in full in cash, (xii) it shall provide that in the event of any other Event of Default, the Lenders shall be permitted to block with respect to the Seller Subordinated Debt for a period of 180 days (A) payments of principal, interest, fees and all other amounts payable, and (B) enforcement of remedies for Seller Subordinated Debt in excess of $1,000,000, and (xiii) it shall acknowledge that none of the provisions outlined in part (b) of this definition can be amended, modified or otherwise altered without the prior written consent of the Required Lenders. SENIOR SUBORDINATED DEBT. The senior subordinated Indebtedness of the Borrowers evidenced by the Senior Subordinated Debt Documents in the original principal amount of at least $150,000,000. SENIOR SUBORDINATED DEBT DOCUMENTS. The Indenture, the Senior Subordinated Notes and the Note Guarantees when all other documents, instruments and as the same shall be due agreements entered into or executed in connection therewith, in each case, subject to terms 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 (conditions satisfactory to the extent permitted Administrative Agent. SENIOR SUBORDINATED NOTES. The 9.75% Senior Subordinated Notes due 2013 issued by law)the Parent pursuant to the Indenture. SERIES A CERTIFICATE. That certain Certificate of Designation of Series A Convertible Preferred Stock, if anydated as of August 8, on 2000, which sets forth the Notes rights and the Notes Guarantees, and performance of all other monetary obligations of the Issuer Series A Holders and the Guarantors Parent with respect to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents and the Group Intercreditor Deed. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may beSeries A Preferred Stock.

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

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

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

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

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

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

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees Securities when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, Securities and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes Securities or the Trustee under this Indenture, Indenture and the Notes or the Note GuaranteesSecurities, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents and which the Group Intercreditor DeedIssuer has entered into simultaneously with the execution of this Indenture. Each HolderHolder of Securities, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their its terms, appoints the Collateral Trustee to act as the "Trustee" thereunder and authorizes and directs the Trustee and the Security Trustee Collateral Trustee, to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will deliver shall do or cause to be done all such acts and things as may be necessary or proper, or as may be required by the Trustee copies provisions of all documents delivered to the Security Trustee pursuant Documents, to the Security Documents assure and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries confirm to take, upon request of the Trustee and the Collateral Trustee the security interest in the Collateral contemplated hereby, by the Security TrusteeDocuments or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Securities secured hereby, according to the intent and purposes herein expressed. The Issuer shall take, or shall cause its Subsidiaries to take any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations obligations of the Issuer and the Guarantors issuer hereunder, a valid and enforceable perfected first priority Lien in and on all the relevant Collateral Collateral, in favor of the Collateral Trustee or for its benefit and the ratable benefit of the Holders of Securities, superior to and prior to the rights of all third Persons (other than the trustee on behalf of the holders of the Secured Series 2001 Bonds) and subject to no Liens (other than Liens effect by the Issuer for purposes of securing its obligations with respect to the Secured Series 2001 Bonds and any other Liens permitted by the Security Trustee, as the case may beDocuments).

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

Security Documents. The due and punctual payment of the principal of and premiumof, interest and Additional AmountsInterest, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts Interest (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, Note Guarantees and performance of all other monetary obligations of the Issuer Company and the Guarantors QCII to the Holders of Notes or the Trustee under this Indenture, Indenture and the Notes or the Note GuaranteesNotes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Company and QCII have entered into simultaneously with the Group Intercreditor Deedexecution of this Indenture. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, its terms and authorizes and directs each of the Trustee and the Security Trustee Collateral Agents to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will Company and QCII shall deliver to the Trustee (if it is not itself then the QSC Collateral Agent or the QCII Collateral Agent) copies of all documents delivered to each of the Security Trustee Collateral Agents pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will takeDocuments, and will do or cause its respective Subsidiaries to takebe done all such acts and things as may be required by the next sentence of this Section 11.01, upon request of to assure and confirm to the Trustee and the Collateral Agents, the security interest in the Collateral contemplated hereby, by the Security TrusteeDocuments or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes and the Note Guarantees secured hereby, according to the intent and purposes herein expressed. The Company shall take any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors Company hereunder, a valid and enforceable perfected Lien in and on all of the relevant Collateral Collateral, in favor of the Trustee or applicable Collateral Agent for the benefit of the Holders of Notes, with such priority as provided for in the applicable Security Trustee, as the case may beDocuments.

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

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

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

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

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

Security Documents. The due Each Lender hereby further authorizes the Administrative Agent, on behalf of and punctual payment for the benefit of the principal of and premiumLenders, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and to enter into each Security Document as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwisesecured party, and interest on the overdue principal of and interest and Additional Amounts (each Lender agrees to the extent permitted be bound by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder of each Security Document; provided that the Administrative Agent shall not (i) enter into or thereunderconsent to any written amendment, are secured modification, termination or waiver of any provision contained in any Security Document, or (ii) release any Collateral (except as provided in the Security Documents and the Group Intercreditor Deed. Each Holder, by its acceptance thereof, consents and agrees otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Security Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 11.4, all Lenders); provided further, however, that, without further written consent or authorization from the Lenders, the Administrative Agent may execute any documents or instruments necessary to (a) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or that is otherwise required to be released pursuant to this Agreement or to which Requisite Lenders have otherwise consented. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Administrative Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Security Document, it being understood and agreed that all rights and remedies under the Security Documents and the Group Intercreditor Deed as the same may be in effect or may be amended from time to time exercised solely by the Administrative Agent for the benefit of the Lenders in accordance with their termsthe terms thereof, and authorizes and directs (2) in the Trustee event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale, the Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and the Security Trustee to enter into Administrative Agent, as agent for and representative of the relevant Security Documents and Lenders (but not any Lender or the Group Intercreditor Deed (as applicable) and to perform Lenders in its or their respective obligations individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each making settlement or payment of the Company, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request purchase price for all or any portion of the Trustee Collateral sold at any such public sale, to use and the Security Trustee, apply any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for of the Obligations as a credit on account of the Issuer and purchase price for any collateral payable by the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may beAdministrative Agent at such sale.

Security Documents. The due To secure the full and punctual complete payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of this Note and the Obligations when due (the “Note Obligations”), and all other monetary obligations of the Issuer Maker, the other Loan Parties or any other Person to the Payee under this Note or under any Related Document (the “Related Obligations,” and the Guarantors Related Obligations together with the Note Obligations, the “Secured Obligations”), the Loan Parties have entered into, as applicable, the following agreements, each dated as of the date hereof in favor of the Payee, (i) U.S. Security Agreement, (ii) the U.S. Pledge Agreement, (iii) the Canadian Security Agreement, (iv) the Canadian Pledge Agreement and (v) the Parent Pledge Agreement (the foregoing clauses (i) through (v), together with any other document or instrument entered into from time to time to secure the Secured Obligations, the “Security Documents”). Each Loan Party represents and warrants to the Holders of Notes or Payee that the Trustee under this Indenture, the Notes or the Note Guarantees, according security interests granted to the terms hereunder or thereunder, are secured as provided Payee in the Security Documents are now and will at all times be valid and enforceable first priority security interests, subject to Permitted Liens. The Payee will be ​ entitled to file and maintain one or more Uniform Commercial Code (“UCC”) financing statements (or, to the extent applicable Personal Property Security Act (Ontario) (“PPSA”) financing statements) identifying each Loan Party as the debtor and the Group Intercreditor Deed. Each Holder, by its acceptance thereof, consents Payee as the secured party for purposes of perfecting and agrees giving notice of the security interests granted to the terms Payee under the Security Documents. The Payee will be entitled to describe the collateral on such UCC or PPSA financing statements as “all assets of the Debtor,” or as “all personal property of the Debtor,” or any combination thereof. Promptly upon, and in any event within five (5) days after, the Payee’s written request, each Loan Party will provide the Payee with all information that the Payee reasonably requests for purposes of preparing and filing such UCC or PPSA financing statements. With respect to security interests granted to the Payee under the Security Documents and the Group Intercreditor Deed in any personal property or fixtures as the same to which another method of perfection (for example, perfection by control or by a filing other than a UCC or PPSA financing statement filing) may be in effect required, or may be amended deemed necessary or advisable by the Payee (and the Payee will have notified the Maker thereof) in its reasonable discretion, the Maker will promptly cause such security interests to be perfected by such other method of perfection, and to the extent that it is necessary to obtain an account control agreement, written consent, written acknowledgment or other documentation from a deposit account bank, a securities intermediary, a letter of credit issuer, a bailee, or other Person for such purposes, the Maker will promptly obtain such agreement, consent, acknowledgment or other documentation from such deposit account bank, securities intermediary, letter of credit issuer, bailee or other Person, in form and substance reasonably satisfactory to the Payee. Promptly upon the Payee’s written request, the Maker will take such actions, and cause the Maker’s other creditors and counterparties to take such actions, as may be necessary or advisable, as determined by the Payee in the Payee’s reasonable discretion, to confirm that the security interests granted to the Payee under the Security Documents are perfected first priority security interests and are not subject to any security interest, lien or encumbrance of any other Person, other than Permitted Liens. All costs and expenses (including the Payee’s reasonable attorneys’ fees and other legal expenses, and all costs, expenses, and taxes actually incurred relating to filings and the like) of perfecting, confirming and maintaining the first priority of the security interests granted to the Payee under this Note, subject to Permitted Liens, will be paid or reimbursed by the Maker promptly upon, and in any event within ten (10) days after, the Payee’s written requests for such payment or reimbursement from time to time. The Payee will have all of the rights and remedies of a secured party under the UCC or PPSA as in effect in the Governing Jurisdiction and other Applicable Law. Promptly after the Payee’s written requests from time to time in accordance reasonably requested, the Maker will provide the Payee with their terms, and authorizes and directs such information as the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of Payee may request regarding any or all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, Collateral. This Note constitutes a security agreement made by the Issuer Maker for the benefit and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request security of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may bePayee.

Security Documents. The due Route Security Agreement shall cease to be in full force and punctual payment effect or shall cease to give the Collateral Agent for the benefit of the principal of Secured Creditors the Liens, rights, powers and premiumprivileges purported to be created thereby (including, without limitation, in all cases, a perfected security interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwisein, and interest on Lien on, all of the overdue principal Collateral), in favor of the Collateral Agent, superior to and interest and Additional Amounts (prior to the extent permitted by lawrights of all third Persons (except for Permitted Liens), if anyor any Credit Party shall default in any material respect in the due performance or observance of any term, covenant or agreement on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors its part to be performed or observed pursuant to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Route Security Documents Agreement and the Group Intercreditor Deed. Each Holder, by its acceptance thereof, consents and agrees such default shall continue beyond any grace period specifically applicable thereto pursuant to the terms of the Route Security Documents Agreement; then, and in any such event, and at any time thereafter, if any Event of Default shall then be continuing, the Administrative Agent shall, upon the written request of the Required Banks, by written notice to Newco and the Group Intercreditor Deed Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent or any Bank to enforce its claims against the Borrower, except as otherwise specifically provided for in this Agreement (provided that if an Event of Default specified in Section 8.05 shall occur with respect to the Borrower, the result which would occur upon the giving of written notice by the Administrative Agent as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare the Total Revolving Loan Commitment terminated, whereupon the Revolving Loan Commitment of each Bank shall forthwith terminate immediately and all Fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued interest in respect of all Revolving Loans and the Revolving Notes and all Obligations owing hereunder and thereunder to be, whereupon the same may be in effect shall become, forthwith due and payable without presentment, demand, protest or may be amended from time to time in accordance with their termsother notice of any kind, all of which are hereby waived by each Credit Party; and authorizes (iii) enforce, as Collateral Agent, any or all of the Liens and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee security interests created pursuant to the Route Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may beAgreement.

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

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

Security Documents. (a) The due and punctual payment of the aggregate principal of amount of, interest, premium and premium, interest and Additional AmountsLiquidated Damages, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, ) on the Notes and the Notes Guarantees, and performance of all other monetary obligations Note Obligations of the Issuer Company and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or and the Note Guarantees, according to the terms hereunder or thereunder, are shall be secured by a first priority security interest in the Collateral as provided in the Security Documents and the Group Intercreditor DeedDocuments. Each HolderHolder of Notes, by its acceptance thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, terms and authorizes and directs the Trustee and the Security Trustee Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Issuer will Company and each of the Guarantors shall deliver to the Trustee copies of all documents delivered to the Security Trustee Collateral Agent pursuant to the Security Documents Documents, and shall do or cause to be done all such acts and things as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee and the Group Intercreditor Deed (Collateral Agent the security interest in the Collateral contemplated by the Security Documents or any part thereof, as applicable). Each from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the CompanyNotes secured by the Security Documents, according to the Issuer intent and purposes xxxxxxx expressed. The Liens securing the Guarantors Note Obligations will takebe created pursuant to one or more of the Security Documents in favor of the Collateral Agent for the benefit of all present and future holders of Note Obligations. The Company will, and will cause its respective Subsidiaries to take, upon request each of the Trustee Guarantors to, do or cause to be done all acts and things which may be required, or which the applicable Collateral Agent from time to time may reasonably request to assure and confirm that the applicable Collateral Agent holds, for the benefit of the holders of Note Obligations, duly created, enforceable and perfected Liens upon the Collateral, in each case, as contemplated by, and as and to the extent required by, this Indenture and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may beDocuments.

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

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

Security Documents. The due Great Basin shall authorize, execute and punctual payment deliver separate security agreements, mortgages and other agreements, documents, fixture filings, financing statements and instruments, as reasonably requested by the NVE Parties, to grant to the NVE Parties and maintain the ON Line Security Interest and the GB Segment Security Interest (the “Security Documents”) and, simultaneously with the execution of the principal of applicable Security Documents, the NVE Parties shall execute and premium, interest deliver the applicable Intercreditor Agreements. The NVE Parties may file and Additional Amounts, if any, on record such Security Documents as may be appropriate or required under Applicable Law to perfect the Notes ON Line Security Interest and the Note Guarantees when and GB Segment Security Interest, as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwiseapplicable, and interest on (i) Great Basin shall take such further actions and execute such further documents and instruments, all as reasonably required by the overdue principal of NVE Parties, to confirm and interest and Additional Amounts (to continue the extent permitted by law)validity, if any, on the Notes and the Notes Guaranteespriority, and performance perfection of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents and the Group Intercreditor Deed. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed as the same may be in effect or may be amended from time to time any such security interest in accordance with their termsthis Agreement and (ii) the NVE Parties shall take such further actions and execute such further documents and instruments, and authorizes and directs all as reasonably required by Great Basin, to confirm the Trustee subordination provisions set forth in this Agreement. The granting of the ON Line Security Interest and the GB Segment Security Trustee Interest shall not limit any further Claims or other rights accruing to enter into the relevant NVE Parties under this Agreement or otherwise. The NVE Parties may exercise any right provided in this Agreement or in any Security Documents Document to recover any amount owing to the NVE Parties. The NVE Parties may exercise their rights to all or any part of the ON Line Security Interest and the Group Intercreditor Deed (GB Segment Security Interest or in any Security Document in such amount, form and sequence as applicable) and the NVE Parties may elect in their sole discretion. Any failure to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver any right provided to the Trustee copies of all documents delivered NVE Parties under this Section Transmission Use and Capacity Exchange Agreement 116 Privileged and Confidential Execution Version 18.04 or in any Security Document shall not prejudice the NVE Parties’ rights to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, recover damages or amounts in any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may bemanner.

Security Documents. The due and punctual payment of the principal Each Lender hereby further authorizes Administrative Agent, on behalf of and premiumfor the benefit of Lenders, interest to enter into each Security Document as secured party and Additional Amounts, if any, on to be the Notes agent for and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwiserepresentative of Lenders thereunder, and interest on each Lender agrees to be bound by the overdue principal terms of and interest and Additional Amounts each Security Documents; provided that Administrative Agent shall not (a) enter into or consent to any amendment, modification, termination or waiver of any provision contained in any Security Document unless approved in accordance with the extent terms of Section 9.1 or (b) release any Collateral (except as otherwise expressly permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according required pursuant to the terms hereunder of this Agreement or thereunderthe applicable Security Document), are secured as in each case without the prior written consent of the Required Lenders (or, if required pursuant to Section 9.1, all Lenders); provided further, however, that, without further written consent or authorization from the Lenders, the Administrative Agent may execute any documents or instruments necessary to (i) release or subordinate any Lien encumbering any item of Collateral that is the subject of a financing, sale, sale and lease back or other disposition of assets permitted by this Agreement or to which the Required Lenders (or, if required pursuant to Section 9.1, all Lenders) have otherwise consented in writing or (ii) release any Guarantor from the Guaranty if all of the Capital Stock of such Guarantor is sold to any Person (other than an Affiliate of the Borrower) pursuant to a sale or other disposition to which the Required Lenders (or, if required pursuant to Section 9.1, all Lenders) have consented in writing. Anything contained in any of the Credit Documents to the contrary notwithstanding, the Borrower, the Administrative Agent and each Lender hereby agree that no Lender shall have any right individually to realize upon any of the Collateral under any Security Document or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies under the Security Documents and the Group Intercreditor Deed. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed as the same Guaranty may be in effect or may be amended from time to time exercised solely by the Administrative Agent for the benefit of Lenders in accordance with their terms, the terms thereof and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may behereof.

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

Security Documents. The due and punctual payment Any of the principal Security Documents shall cease, for any reason, to be in full force and effect, or any Loan Party or any Affiliate of any Loan Party shall so assert or any Lien created by any of the Security Documents (other than Liens on properties with an aggregate value not in excess of $500,000) shall (except as expressly permitted therein) cease to be enforceable and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as of the same effect and priority purported to be created thereby, or any Loan Party shall be default in the observance or due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes any term, covenant or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided agreement contained in the Security Documents and the Group Intercreditor Deed. Each Holdersuch default, by its acceptance thereof, consents and agrees if not a default in delivering Collateral (other than intercompany Indebtedness) or effecting necessary filings or recordings (or providing authorization to the terms Collateral Agent to permit it to make necessary filings and/or recordings) shall continue unremedied for a period of 30 days after notice to the Borrower from the Administrative Agent or the Required Lenders; then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of Section 7.05 above with respect to the Borrower, automatically, the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the Security Documents and the Group Intercreditor Deed as the same following actions may be in effect or may be amended from time to time in accordance taken: with their terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each consent of the CompanyRequired Lenders, the Issuer and Administrative Agent may, or upon the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement and the Security Trusteeother Loan Documents to be due and payable forthwith, any whereupon the same shall immediately become due and payable. Except as expressly provided above in this Section, presentment, demand, protest and all actions reasonably other notices of any kind (other than notices expressly required pursuant to cause this Agreement and any other Loan Document) are hereby expressly waived by the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may beBorrower.

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

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

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

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

Security Documents. The due (a) Each Borrower shall, and punctual payment shall cause each of the principal of and premium, interest and Additional Amounts, if any, on the Notes Operators and the Note Guarantees when Bareboat Charterers to, take all actions necessary or requested by the Administrative Agent to maintain each Security Document to which it is a party in full force and as effect and enforceable in accordance with its terms and to maintain and preserve the same shall be due and payable, whether on an Interest Payment Date, at maturity, Liens created by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the such Security Documents and the Group Intercreditor Deed. Each Holder, by its acceptance priority thereof, consents including (i) making filings and agrees recordations, (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 Secured Party in any Collateral, (v) publishing or otherwise delivering notice to third parties, (vi) depositing title documents and (vii) taking all other actions either necessary or otherwise requested by the Administrative Agent to ensure that all Collateral (including any after-acquired Property of such Project Participant intended to be covered by any Security Document to which it is a party) is subject to a valid and enforceable first-priority Lien in favor of the Collateral Agent for the benefit of the Secured Parties. In furtherance of the foregoing, (A) each Borrower shall, and shall cause each of the Operators and the Bareboat Charterers to, ensure that all its after-acquired Property other than such Property not intended to be covered by such Security Documents shall become subject to the terms Lien of the Security Documents having the priority contemplated thereby promptly upon the acquisition thereof and (B) neither Borrower shall, and each Borrower shall cause each of the Group Intercreditor Deed Bareboat Charterers not to, open or maintain any bank account without first taking all such actions as the same may be in effect necessary or may be amended from time otherwise requested by the Administrative Agent to time in accordance with their terms, and authorizes and directs the Trustee and the Security Trustee ensure that such bank account is subject to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected first priority Lien in and on the relevant Collateral in favor of the Trustee or Collateral Agent for the Security Trustee, as benefit of the case may beSecured Parties.

Security Documents. The due (i) On or before the Safeline Closing Date, there shall have been duly authorized, executed and punctual payment delivered, in form and substance satisfactory to the Agents, (i) by US Borrower, a Securities Pledge Agreement, in form and substance satisfactory to the Agents, to effect the pledge of not less than 65% of the principal capital stock of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwiseUK Borrower, and interest on the overdue principal of (ii) by UK Borrower, a Securities Pledge Agreement, in form and interest and Additional Amounts (substance satisfactory to the extent permitted Agents, to effect the pledge of not less than 65% of the capital stock of Safeline Limited; and there shall have been delivered to the Administrative Agent, as pledgee thereunder, all of the pledged securities referred to in any such Securities Pledge Agreement, accompanied by executed and undated stock powers in the case of certificated capital stock (or otherwise pledged in accordance with applicable law), if anyand such Securities Pledge Agreements shall be in full force and effect. (ii) On or before the Safeline Closing Date, on the Notes and the Notes Guarantees, and performance of all other monetary obligations UK Borrower shall or shall cause to be delivered each of the Issuer following documents and instruments: (1)executed copies of Financing Statements (Form UCC-1) (and foreign equivalents thereof) in appropriate form for filing under the Guarantors UCC and any other applicable foreign, domestic or local law, rules or regulation in each jurisdiction as may be necessary or appropriate to perfect the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according security interests purported to the terms hereunder or thereunder, are secured as provided in be created by the Security Documents to be delivered on the Safeline Closing Date; and (2)certified copies of Requests for Information (Form UCC-11), or equivalent reports or lien search reports, each of a recent date listing all effective financing statements or comparable documents that name any Safeline Loan Party, Safeline Limited or any of their respective Subsidiaries that will execute a Security Agreement as debtor and that are filed in those jurisdictions in which any of the Collateral is located and the Group Intercreditor Deed. Each Holderjurisdictions in which any such Safeline Loan Party, Safeline Limited or any such Subsidiary's principal place of business is located, none of which encumber the Collateral covered or intended or purported to be covered by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed as the same may to be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Safeline Closing Date other than those encumbrances permitted by such Security Trustee, as the case may be.Documents. (j)

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

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

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

Security Documents. The due and punctual payment of the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and Except as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption otherwise contemplated hereby or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all under any other monetary obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Loan Documents and the Group Intercreditor Deed. Each Holder, by its acceptance thereof, consents and agrees subject to the terms of the Security Documents and Intercreditor Agreements, the Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each provisions of the Company, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Collateral Documents and the Group Intercreditor Deed (as applicable) are effective to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee Administrative Agent for the benefit of the Secured Parties legal, valid and enforceable Liens on, and security interests in, the Collateral and, (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable Laws (which filings or recordings shall be made to the extent required by any Collateral Document) and (ii) upon the taking of possession or control by the Administrative Agent (or its agent pursuant to an Intercreditor Agreement) of such Collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be given to the Administrative Agent to the extent required by any Collateral Document), such Collateral Document will constitute fully perfected Liens on, and security interests in, all right, title and interest of the Loan Parties in such Collateral, in each case subject to no Liens other than the applicable Liens permitted under the Loan Documents, a legal, valid, enforceable and perfected Lien (if and to the extent perfection may be achieved by the filings and/or other actions required to be taken hereby or by the applicable Collateral Documents) on all right, title and interest of the respective Loan Parties in the Collateral described therein subject to the Enforcement Qualifications and Liens permitted by Section 7.01. Notwithstanding anything herein (including this Section 5.19) or in any other Loan Document to the contrary, neither the Borrower nor any other Loan Party makes any representation or warranty as to (A) the effects of perfection or non-perfection, the priority or the Security Trusteeenforceability of any pledge of or security interest (other than with respect to those pledges and security interests made under the Laws of the jurisdiction of formation of the applicable Foreign Subsidiary) in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, in each case may be.under foreign Law, (B) the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest to the extent such pledge, security interest, perfection or priority is not required pursuant to the Collateral and Guarantee Requirement or (C) on the Closing Date and until required pursuant to Section 6.11, 6.13 or 4.01(a)(v), the pledge or creation of any security interest, or the effects of perfection or non-perfection, the priority or enforceability of any pledge or security interest to the extent not required on the Closing Date pursuant to Section 4.01(a)(v). 108

Security Documents. The due Domestic Security and punctual payment of Pledge Agreement, the principal of and premium, interest and Additional Amounts, if any, on the Notes Canadian Pledge Agreement and the Note Guarantees when Canadian Security Agreements, each as amended and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents and the Group Intercreditor Deed. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with their termstime, and authorizes and directs any additional documents evidencing or perfecting the Trustee Administrative Agent's lien on the assets of the applicable Borrowers for the benefit of the applicable Banks (including Uniform Commercial Code financing statements and the Security Trustee to enter into Canadian equivalent thereof). SELLER SUBORDINATED DEBT. Indebtedness of the relevant Security Documents Borrowers which has been subordinated and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver made junior to the Trustee copies payment and performance in full of all documents the Obligations, and evidenced as such by a subordination agreement containing subordination provisions substantially in the form of Exhibit F (the "Subordination Agreement") hereto; PROVIDED that (a) at the time such Seller Subordinated Debt is incurred, no Default or Event of Default has occurred or would occur as a result of such incurrence, and (b) the documentation evidencing such Seller Subordinated Debt shall have been delivered to the Security Trustee pursuant Administrative Agent and shall contain ALL of the following characteristics: (i) it shall be unsecured, (ii) it shall bear a market rate of interest, (iii) it shall have a final maturity of at least five (5) years, (iv) it shall not require unscheduled principal repayments thereof prior to the Security Documents maturity date, (v) it shall have financial covenants (including covenants relating to incurrence of indebtedness) which are meaningfully less restrictive than those set forth herein, (vi) it shall have no restrictions on the Borrower's ability to grant liens securing indebtedness ranking senior to such Seller Subordinated Debt, (vii) it shall permit the incurrence of senior indebtedness under this Agreement, (viii) it may be cross-accelerated with the Obligations and the Group Intercreditor Deed (as applicable). Each other senior indebtedness of the CompanyBorrowers (but shall not be cross-defaulted except for payment defaults which the senior lenders have not waived) and may be accelerated upon bankruptcy, (ix) it shall provide for the Issuer complete, automatic and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request unconditional release of the Trustee and the Security Trustee, any and all actions reasonably guarantees of such Seller Subordinated Debt granted by any Borrower in the event of the sale by any Person of such Borrower or the sale by any Person of all or substantially all of such Borrower's assets (including in the case of a foreclosure), (x) it shall provide that (A) upon any payment or distribution of the assets of the Borrowers (including after the commencement of a bankruptcy proceeding) of any kind or character, all of the Obligations (including interest accruing after the commencement of any bankruptcy proceeding at the rate specified for the applicable Obligation, whether or not such interest is an allowable claim in any such proceeding) shall be paid in full prior to any payment being received by the holders of the Seller Subordinated Debt and (B) until all of the Obligations (including the interest described in subclause (A) above) are paid in full in cash, any payment or distribution to which the holders of the Seller Subordinated Debt would be entitled but for the subordination provisions of the type described in clauses (xi) and (xii) hereof shall be made to the holders of the Obligations, (xi) it shall provide that in the event of a payment default under Section 13.1(a) or (b) hereof, the Borrowers shall not be required to cause pay the Security Documents principal of, or any interest, fees and all other amounts payable with respect to the Group Intercreditor Deed (as applicable) to create and maintain, as security for Seller Subordinated Debt until the Obligations have been paid in full in cash, (xii) it shall provide that in the event of any other Event of Default, the Banks shall be permitted to block with respect to the Seller Subordinated Debt for a period of 180 days (A) payments of principal, interest, fees and all other amounts payable, and (B) enforcement of remedies for Seller Subordinated Debt in excess of $1,000,000, and (xiii) it shall acknowledge that none of the Issuer and provisions outlined in part (b) of this definition can be amended, modified or otherwise altered without the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor prior written consent of the Trustee or the Security Trustee, as the case may beRequired Banks.

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

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

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

Security Documents. The due Each Lender hereby irrevocably authorizes and punctual payment directs the Collateral Agent to execute and deliver the Guarantee and Collateral Agreement, the Lenders Lien Subordination and Intercreditor Agreement, each other Security Document and the amendment and restatement as of the principal Effective Date of the European Guarantee and premiumCollateral Agreement and to carry out the provisions thereof. Each Lender, interest by executing and Additional Amountsdelivering this Agreement, if any, on acknowledges receipt of a copy of the Notes Guarantee and Collateral Agreement and the Note Guarantees when amendment and as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations restatement of the Issuer European Guarantee and the Guarantors Collateral Agreement and approves and agrees to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according be bound by and to act in accordance with the terms hereunder and conditions of the Guarantee and Collateral Agreement and each other Security Document insofar as they relate to or thereunderrequire performance by the Lenders, are secured as provided in specifically including (i) the provisions of Article VI of the Guarantee and Collateral Agreement (governing the exercise of remedies under the Security Documents and the Group Intercreditor Deeddistribution of the proceeds realized from such exercise), (ii) the provisions of Articles VIII and IX of the Guarantee and Collateral Agreement (relating to the duties and responsibilities of the Collateral Agent thereunder and providing for the indemnification and the reimbursement of expenses of the Collateral Agent thereunder by the Lenders), and (iii) the provisions of Section 11.13 of the Guarantee and Collateral Agreement (providing for releases of Guarantees of and Collateral securing the Obligations). Each Holder, by its acceptance thereof, consents and party hereto further agrees to that the terms foregoing provisions of the Guarantee and Collateral Agreement shall apply to each other Security Documents Document. In the event that the Borrower shall incur Indebtedness to refinance or replace Indebtedness under the First Lien Agreement in compliance with Sections 6.01(m) and the Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with their terms6.02(n), and each Lender hereby irrevocably authorizes and directs the Trustee and the Security Trustee Collateral Agent to enter into an intercreditor agreement on substantially the relevant Security Documents same terms as those of the Lenders Lien Subordination and the Group Intercreditor Deed Agreement (as applicablein effect at the time of such refinancing or replacement) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to with the Trustee copies holders of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will take, and will cause such Indebtedness or its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may berepresentative.

Security Documents. The due and punctual payment of In each case, to the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as extent 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 (not have been previously delivered to the extent permitted by law)Administrative Agent, if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents and Additional Security Document, including the Group Intercreditor Deed. Each HolderSubsidiary Guarantee and Security Agreement of Oda, shall have been duly executed and delivered by each of the Credit Parties party thereto and there shall have been delivered to the Administrative Agent: (i) executed financing statements for filing under the provisions of the UCC in each of the offices where such filing is necessary or appropriate, including those set forth on Schedule B hereto to grant the Administrative Agent a perfected first priority Lien in the Collateral acquired in the Oda Acquisition and the assets transferred in connection with the merger of Xxxxxx into LSGR Holdings as to which a security interest may be perfected by the filing of a financing statement, which Lien shall be superior to and prior to the rights of all third persons and subject to no other Liens; (ii) certified copies of Requests for Information (Form UCC-11 or the equivalent), or equivalent reports or lien search reports listing all effective financing statements which name the Borrower, its subsidiaries, or Oda and which are filed in any jurisdiction in which any of such Collateral is located and the jurisdiction in which such Person's principal place of business is located (none of which shall cover the Collateral covered, or purported to be covered, by its acceptance thereof, consents and agrees to the terms of the Security Documents and Additional Security Documents other than Permitted Encumbrances); and (iv) evidence of the Group Intercreditor Deed completion of all recordings and filings (or of the making of arrangements to file contemporaneously with the making of additional Borrowings contemplated hereby) of each such Security Document and delivery of such other security and other documents as the same may be necessary or, in effect the opinion of the Administrative Agent, desirable to perfect the Liens created, or may purported or intended to be amended from time created, by such Security Documents; and (v) payoff letters executed by the holders of any Indebtedness reflected as being paid as of the Oda Acquisition Closing Date on Schedule A hereto setting forth the amount required to time in accordance with their termsdischarge such Indebtedness, and authorizes and directs evidence that the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each proceeds of the Company, the Issuer Oda Term A Loans and the Guarantors Oda Term B Loans will take, and will cause its respective Subsidiaries be used to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may beso discharge such Indebtedness.

Security Documents. (a) The due and punctual payment of the principal of of, premium and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations Obligations of the Issuer and the Guarantors to the Holders of Notes Holders, the Trustee or the Trustee Collateral Agent under this Indenture, the Notes or and the Note GuaranteesSecurity Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents Documents. The Trustee, the Issuer and the Group Intercreditor DeedGuarantors hereby acknowledge and agree that the Collateral Agent holds the Collateral in trust for the benefit of the Holders, the Trustee and the Collateral Agent and pursuant to the terms of the Security Documents. Each Holder, by its acceptance thereofaccepting a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and the Group Intercreditor Deed foreclosure of Collateral), each as the same may be in effect or may be amended from time to time in accordance with their termsterms and this Indenture, and authorizes and directs the Trustee and the Security Trustee Collateral Agent, if applicable to enter into the relevant Security Documents and Documents, the Group Third Lien Intercreditor Deed (as Agreement, the Junior Intercreditor Agreement, if any, at any time, if applicable) , and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. Each Holder, by acceptance of the Notes, shall be deemed to (i) have authorized and instructed the Collateral Agent to, without any further consent of any Holder, enter into (or acknowledge and consent to) or, subject to Article IX, amend, renew, extend, supplement, restate, replace, waive or otherwise modify any Security Document or any other intercreditor agreement, (ii) have irrevocably agreed that (x) the Collateral Agent may rely exclusively on an Officer’s Certificate of the Issuer as to whether any such other Liens are not prohibited and (y) any Security Document or other intercreditor agreement entered into by the Collateral Agent in accordance with the terms of this Indenture shall be binding on such Holder and such Holder will take no actions contrary to the provisions of, if entered into and if applicable, any Security Document or intercreditor agreement and (iii) have irrevocably agreed that it will not challenge, question or contest or support any other person in challenging, questioning or contesting, in any proceeding (including any insolvency or liquidation proceeding), (x) the perfection, priority, validity, attachment or enforceability of any Lien held by or on behalf of any other holder of Second Lien Obligations in all or any part of the Collateral or (y) the validity or enforceability of any Second Lien Obligations of any series or any Security Document. The Issuer will and the Grantor shall deliver to the Trustee and the Collateral Agent copies of all documents delivered required to the Security Trustee be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things as may be reasonably required by the next sentence of this Section 12.1, to assure and confirm to the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and the Group Intercreditor Deed (as applicable). Each benefit of this Indenture and of the CompanyNotes secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, Grantor shall execute any and all actions reasonably further documents, financing statements (including continuation statements and amendments to financing statements), agreements and instruments, and take all further action that may be required under the Note Documents or applicable law in order to cause grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and priority of the security interests created or intended to be created by the Security Documents in the Collateral and cause the Group Intercreditor Deed (Collateral Requirement to be and remain satisfied, provided that for so long as applicable) there are outstanding any Senior Secured Credit Facility Obligations, no actions shall be required to create and maintain, as be taken with respect to the perfection of security for interests in the Obligations of Security Documents in the Collateral to the extent not required to be taken with respect to the Credit Agreement. The Issuer and the Guarantors hereunderGrantor shall execute any and all further documents, a valid financing statements (including continuation statements and enforceable perfected Lien amendments to financing statements), agreements and instruments, and take all further action that may be required under the Note Documents or applicable law in order to grant, preserve, maintain, protect and on perfect (or continue the relevant Collateral in favor perfection of) the validity and priority of the Trustee security interests created or intended to be created by the Security TrusteeDocuments in the Collateral and cause the Collateral Requirement to be and remain satisfied, provided that for so long as there are outstanding any Senior Secured Credit Facility Obligations, no actions shall be required to be taken with respect to the case may beperfection of security interests in the Security Documents in the Collateral to the extent not required to be taken with respect to the Credit Agreement.

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

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

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

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

Security Documents. The due Security Agreement and punctual payment Company Security Agreements will, upon execution and delivery thereof, be effective to create in favor of the principal Collateral Agent for the benefit of Holders, legal, valid and premium, interest and Additional Amounts, if any, enforceable first priority Liens (other than with respect to Liens on the Notes property, assets or Equity Interests of the Xxxxxx Subsidiaries to the extent the Xxxxxx Subsidiaries are Excluded Subsidiaries pursuant to clause (ii) of the definition thereof and Installment Sale Subsidiaries) on, and security interests in, the Note Guarantees collateral described therein to the extent intended to be created thereby, and (i) when financing statements and as other filings in appropriate form are filed in each applicable filing office for each applicable jurisdiction and (ii) upon the same taking of possession or control by the Collateral Agent for the benefit of the Holders of such collateral with respect to which a security interest may be perfected only by possession or control (which possession or control shall be due given to the Collateral Agent for the benefit of the Holders to the extent possession or control by the Collateral Agent is required by the Security Agreement), the Liens created by the Security Agreement and payableCompany Security Agreements shall constitute fully perfected first-priority (or such other priority as expressly permitted under this Agreement) Liens (other than with respect to Liens on the property, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption assets or otherwiseEquity Interests of the Xxxxxx Subsidiaries to the extent the Xxxxxx Subsidiaries are Excluded Subsidiaries pursuant to clause (ii) of the definition thereof and Installment Sale Subsidiaries) on, and interest on the overdue principal of and interest and Additional Amounts security interests in (to the extent permitted by lawintended to be created thereby), if anyall right, on the Notes title and the Notes Guarantees, and performance of all other monetary obligations interest of the Issuer and the Guarantors grantors in such collateral to the Holders of Notes extent perfection can be obtained by filing financing statements or the Trustee under this Indenturetaking of possession or control, the Notes or the Note Guarantees, according in each case subject to the terms hereunder or thereunder, are secured as provided in the Security Documents no Liens other than Permitted Liens and the Group Intercreditor Deed. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may beExcluded Laws.

Security Documents. The due and punctual payment Without limiting the foregoing, each of the principal Deeds of and premium, interest and Additional Amounts, if any, on the Notes Trust and the Note Guarantees when 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, in addition to all other indebtedness and obligations secured thereby, the Additional Advance and the payment and performance of all present and future indebtedness and obligations of Borrowers under this Agreement, the Note, and any 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 the Notes Guarantees, and performance of (iv) all other monetary obligations owing under each of the Issuer and Deeds of Trust. The Deeds of Trust shall not secure the Guarantors to the Holders of Notes or the Trustee under this IndentureEnvironmental Indemnity, the Notes Guaranty, or the Note Guarantees, according any other Loan Document that is expressly stated to the terms hereunder or thereunder, are secured as provided in the Security Documents and the Group Intercreditor Deed. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may beunsecured.

Security Documents. The due and punctual payment of the principal of and of, premium, interest and Additional Amounts, if any, on interest on, and any other amounts due in respect of, the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Date, at maturityStated Maturity, by acceleration, repurchasecall for redemption, redemption upon a Change of Control Offer, Excess Proceeds Offer, purchase or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer Company and the Subsidiary Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or and the Note GuaranteesSecurity Documents, according to the terms hereunder or thereunder, are shall be secured by a Lien on substantially all of the Company's and each Subsidiary Guarantor's assets in favor of the Collateral Agent, for the benefit of the Trustee and the Holders, as provided in the Security Documents and the Group Intercreditor DeedDocuments. Each Holder, by its acceptance thereofof a Secured Note, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and the Group Intercreditor Deed release of Collateral) as the same may be in effect or may be amended from time to time in accordance with their terms, the terms thereof and hereof and authorizes and directs the Trustee Collateral Agent and the Security Trustee to enter into each of the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their its respective obligations and exercise their its respective rights thereunder in accordance therewith. The Issuer Company and each Subsidiary Guarantor will deliver do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the Trustee copies express provisions of all documents delivered to the Security Trustee pursuant to the Security Documents to which it is a party, to assure and confirm to the Collateral Agent and the Group Intercreditor Deed (Trustee the Liens in the Collateral contemplated hereby and by the Security Documents to which it is a party, as applicable). Each from time to time constituted, so as to render the same available to the fullest extent permitted by law for the security and benefit of this Indenture and of the CompanyNotes, according to the Issuer intent and purposes herein and therein expressed. The Company and each Subsidiary Guarantor shall to the Guarantors will takefullest extent permitted by law, and will cause its respective Subsidiaries but subject in all cases to the Intercreditor Agreement, take, upon request of the Trustee and the Security Collateral Agent, or Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to which it is a party to create and maintain, as security for the Obligations obligations of the Issuer Company and the Subsidiary Guarantors hereunderunder this Indenture and the Notes, a and the Security Documents, the valid and enforceable enforceable, perfected Lien (except as expressly provided herein and therein) Liens in and on all the relevant Collateral in favor of the Collateral Agent for the benefit of the Trustee or and for the Security Trustee, as equal and ratable benefit of the case may beHolders.

Security Documents. The (a) Subject to the Collateral Requirement, the due and punctual payment of the principal of of, premium and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as the same shall be due and payable, whether on an Interest Payment Dateinterest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of of, premium and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations Obligations of the Issuer and the Guarantors to the Holders of Notes holders, the Trustee or the Trustee Notes Collateral Agent under this Indenture, the Notes or Notes, the Note GuaranteesGuarantees and the Security Documents, according to the terms hereunder or thereunder, are shall be secured as provided in the Security Documents, which define the terms of the Liens that secure the Notes Obligations, subject to the terms of the Intercreditor Agreement. The Trustee and the Issuer hereby acknowledge and agree that the Notes Collateral Agent holds the security interest in the Collateral for the benefit of itself, the holders and the Trustee and pursuant to the terms of this Indenture, the Security Documents and the Group Intercreditor DeedAgreement and any other applicable Market Intercreditor Agreement. Each Holderholder, by its acceptance thereofaccepting a Note, and each beneficial owner of an interest in a Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the possession, use, release and foreclosure of Collateral) and the Group Intercreditor Deed Agreement or any other Market Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their termsterms and this Indenture and the Intercreditor Agreement or any other Market Intercreditor Agreement, and authorizes and directs the Trustee and the Security Trustee Notes Collateral Agent to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) Agreement or any other Market Intercreditor Agreement and to perform their respective its obligations and exercise their respective its rights thereunder in accordance therewith. The Subject to the Collateral Requirement, the Issuer will shall deliver to the Trustee Notes Collateral Agent copies of all documents delivered required to the Security Trustee be filed pursuant to the Security Documents and to which the Group Intercreditor Deed (as applicable). Each of the Company, the Issuer and the Guarantors will takeNotes Collateral Agent is a party, and will do or cause its respective Subsidiaries to take, upon request of the Trustee be done all such acts and the Security Trustee, any and all actions things as may be reasonably required by the next sentence of this Section 10.01, to cause provide to the Notes Collateral Agent the security interest in the Collateral contemplated hereby and/or by the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintainor any part thereof, as security from time to time constituted, so as to render the same available for the Obligations security and benefit of this Indenture and of the Issuer Notes secured hereby, according to the intent and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may be.purposes

Security Documents. The due and punctual payment Each of the principal Security Documents has been duly authorized by the Obligors and, when executed and delivered by such Obligors, will (assuming the due authorization, execution and delivery in accordance with its terms by each of the other parties thereto) constitute a legally valid and premiumbinding agreement of the Obligors, interest enforceable against each of the Obligors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the rights and Additional Amountsremedies of creditors or by general equitable principles. The Security Documents, if anywhen executed and delivered in connection with the sale of the Securities, on will create in favor of the Collateral Trustee for the benefit of itself, the Trustee, the holders of the Notes and the Note Guarantees when other secured parties, valid and enforceable security interest in and liens on the Collateral and, upon the filing of Uniform Commercial Code financing statements in the applicable United States jurisdictions and the taking of the other actions, in each case as further described in the same shall be due Security Documents, the security interests in and payableliens on the rights, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, title and interest on of the overdue principal of Obligors in such Collateral will be perfected security interests and interest liens, superior to and Additional Amounts (prior to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance liens of all third persons other monetary obligations of than the Issuer and the Guarantors to the Holders of Notes Permitted Liens or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are secured as otherwise provided in the Security Documents and the Group Intercreditor Deed. Each Holder, by its acceptance thereof, consents and agrees to the terms of the Security Documents and the Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents Document. Any certificate signed by an officer of an Obligor and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee Initial Purchaser or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by such Obligor to each Initial Purchaser as to the matters set forth therein. Each Obligor acknowledges and agrees that the Initial Purchasers and, for purposes of the opinions to be delivered to the Initial Purchasers pursuant to Sections 5(c) and 5(d), counsel for the Security Documents Obligors and counsel for the Group Intercreditor Deed (as applicable). Each Initial Purchasers, respectively, may rely upon the accuracy of the Company, representations and warranties of the Issuer Obligors and compliance by the Guarantors will takeObligors with their agreements set forth herein, and will cause its respective Subsidiaries each Obligor hereby consents to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may besuch reliance.

Security Documents. The due and punctual payment of the principal Each Lender hereby further authorizes Administrative Agent, on behalf of and premiumfor the benefit of Lenders, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and to enter into each Security Document as the same shall be due and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwisesecured party, and interest on the overdue principal of and interest and Additional Amounts (each Lender agrees to the extent permitted be bound by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder of each Security Document; provided that Administrative Agent shall not (i) enter into or thereunderconsent to any written amendment, are secured modification, termination or waiver of any provision contained in any Security Document, or (ii) release any Collateral (except as provided in the Security Documents and the Group Intercreditor Deed. Each Holder, by its acceptance thereof, consents and agrees otherwise expressly permitted or required pursuant to the terms of this Agreement or the applicable Security Document), in each case without the prior consent of Requisite Lenders (or, if required pursuant to Section 11.4, all Lenders); provided further, however, that, without further written consent or authorization from Lenders, Administrative Agent may execute any documents or instruments necessary to (a) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted by this Agreement or that is otherwise required to be released pursuant to this Agreement or to which Requisite Lenders have otherwise consented. Anything contained in any of the Loan Documents to the contrary notwithstanding, Administrative Agent and each Lender hereby agree that (1) no Lender shall have any right individually to realize upon any of the Collateral under any Security Document, it being understood and agreed that all rights and remedies under the Security Documents and the Group Intercreditor Deed as the same may be in effect or may be amended from time to time exercised solely by Administrative Agent for the benefit of Lenders in accordance with their termsthe terms thereof, and authorizes (2) in the event of a foreclosure by Administrative Agent on any of the Collateral pursuant to a public or private sale, Administrative Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and directs the Trustee Administrative Agent, as agent for and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed representative of Lenders (as applicable) and to perform but not any Lender or Lenders in its or their respective obligations individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each making settlement or payment of the Company, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request purchase price for all or any portion of the Trustee Collateral sold at any such public sale, to use and the Security Trustee, apply any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for of the Obligations as a credit on account of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may bepurchase price for any collateral payable by Administrative Agent at such sale.

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

Security Documents. The due Collateral Agent, as collateral agent hereunder and punctual payment under the Security Documents, is hereby authorized to act on behalf of the principal of and premium, interest and Additional Amounts, if any, on the Notes Lenders and the Note Guarantees when Tranche C Lenders, in its own capacity and through other agents and sub-agents appointed by it with due care, under the Security Documents, provided that, unless otherwise expressly provided in this Agreement, the Collateral Agent shall not agree to the release of any Collateral, or any property encumbered by any mortgage, pledge or security interests except in compliance with Section 13.12 hereof. In connection with its role as secured party with respect to the same Collateral hereunder, the Collateral Agent shall act, subject to the provisions of Section 2.15 hereof, as collateral agent, for itself and for the benefit of the Lenders and the Tranche C Lenders, and such role as collateral agent shall be due and payabledisclosed on all appropriate accounts, whether on an Interest Payment Datecertificates, at maturityfilings, by acceleration, repurchase, redemption or otherwisemortgages, and interest other collateral documentation. Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, the Security Interest in the Nextel Collateral shall be granted to the Collateral Agent on behalf of all of the overdue principal of Credit Parties as and interest and Additional Amounts (to the extent permitted by law), if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided set forth in the Security Documents and in Section 2.15 hereof, and the Group Intercreditor Deed. Each Holder, by its acceptance thereof, consents and agrees Security Interest in the Collateral (other than the Nextel Collateral) shall be granted to the terms Collateral Agent on behalf of the Senior Credit Parties. Further, the Security Interest in the Tranche C Pre-Funded Interest Account shall be granted to the Collateral Agent on behalf of the Tranche C Lenders as and to the extent set forth in the Security Documents and the Group Intercreditor Deed as the same may be in effect or may be amended from time to time in accordance with their terms, and authorizes and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewithSection 2.15 hereof. The Issuer will deliver Tranche C Lenders shall not be deemed to have any Lien on or security interest in (whether through the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each Collateral Agent or otherwise) any of the Company, Collateral other than the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may beNextel Collateral.

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

Security Documents. The due All Security Documents theretofore executed and punctual payment delivered in connection with the Original Financing Agreement and the Existing Financing Agreement and together with any amendments, supplements or modifications thereto and any other Security Documents executed and delivered in connection with the Term Loans shall be sufficient to create in favor of the principal of and premium, interest and Additional Amounts, if any, on the Notes Collateral Agent and the Note Guarantees when Lenders a legal, valid and as enforceable first priority security interest (except for Permitted Liens under Subsections (e) and (m) of the same shall be due definition of Permitted Liens) in and payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of and interest and Additional Amounts (to the extent permitted by law)Collateral. All filings, if any, on recordings and deliveries of instructions and other actions necessary or desirable in the Notes and the Notes Guarantees, and performance of all other monetary obligations opinion of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this IndentureCollateral Agent, the Notes Lenders or their respective counsel in order to protect, preserve and perfect the Note Guarantees, according to the terms hereunder or thereunder, are secured as Liens provided in such Security Documents and/or the rights of the Secured Parties thereunder (except the entering into of amendments to each of the Security Documents and the Group Intercreditor Deed. Each Holder, by its acceptance thereof, consents and agrees to that reflect the terms of the Security Documents and the Group Intercreditor Deed as the same may Debt Restructuring set forth in this Agreement, which shall be in effect or may be amended from time to time completed in accordance with their termsSection 8.1(q) of this Agreement) shall have been duly executed by the Borrower and its Subsidiaries, as applicable, and authorizes registered, or filed for registration and directs the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each a certified copy of the Company, the Issuer and the Guarantors will take, and will cause its respective Subsidiaries to take, upon request registered agreement or deed or of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee official receipt or the Security Trusteeother document evidencing such registration or filing, as the case may be, shall have been delivered to the Collateral Agent. Except as contemplated by Section 8.1(t) of this Agreement, all fees, taxes, expenses and other costs related to the filing and/or registration and/or recording of such Security Documents shall have been paid in full by the Borrower, and certified copies of the receipts thereof shall have been delivered to the Administrative Agent; provided, however, that the Borrower shall not be responsible for any such fees, taxes, expenses or other costs in connection with the filing of any Security Documents as a result of the assignment of the Assigned Indebtedness from Nortel to MSSF; provided further, however, that the Borrower shall be responsible for any such fees, taxes, expenses or other costs in connection with the filing of any Security Documents as a result of the change of the collateral agent from Nortel to the Collateral Agent.

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

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

Security Documents. The due and punctual payment of In each case, to the principal of and premium, interest and Additional Amounts, if any, on the Notes and the Note Guarantees when and as extent 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 (not have been previously delivered to the extent permitted by law)Administrative Agent, if any, on the Notes and the Notes Guarantees, and performance of all other monetary obligations of the Issuer and the Guarantors to the Holders of Notes or the Trustee under this Indenture, the Notes or the Note Guarantees, according to the terms hereunder or thereunder, are secured as provided in the Security Documents and Additional Security Document, including the Group Intercreditor Deed. Each HolderSubsidiary Guarantee and Security Agreement of LSGR Holding, shall have been duly executed and delivered by each of the Credit Parties party thereto and there shall have been delivered to the Administrative Agent: (i) executed financing statements for filing under the provisions of the UCC in each of the offices where such filing is necessary or appropriate, including those set forth on Schedule B hereto to grant the Administrative Agent a perfected first priority Lien in the Collateral acquired in the Summersun Acquisition and the assets transferred in connection with the formation of LSGR Holdings as to which a security interest may be perfected by the filing of a financing statement, which Lien shall be superior to and prior to the rights of all third persons and subject to no other Liens; (ii) certified copies of Requests for Information (Form UCC-11 or the equivalent), or equivalent reports or lien search reports listing all effective financing statements which name the Borrower, its subsidiaries, or Summersun and which are filed in any jurisdiction in which any of such Collateral is located and the jurisdiction in which such Person's principal place of business is located (none of which shall cover the Collateral covered, or purported to be covered, by its acceptance thereof, consents and agrees to the terms of the Security Documents and Additional Security Documents other than Permitted Encumbrances); and (iv) evidence of the Group Intercreditor Deed completion of all recordings and filings (or of the making of arrangements to file contemporaneously with the making of additional Borrowings contemplated hereby) of each such Security Document and delivery of such other security and other documents as the same may be necessary or, in effect the opinion of the Administrative Agent, desirable to perfect the Liens created, or may purported or intended to be amended from time created, by such Security Documents; and (v) payoff letters executed by the holders of any Indebtedness reflected as being paid as of the Summersun Acquisition Closing Date on Schedule A hereto setting forth the amount required to time in accordance with their termsdischarge such Indebtedness, and authorizes and directs evidence that the Trustee and the Security Trustee to enter into the relevant Security Documents and the Group Intercreditor Deed (as applicable) and to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. The Issuer will deliver to the Trustee copies of all documents delivered to the Security Trustee pursuant to the Security Documents and the Group Intercreditor Deed (as applicable). Each proceeds of the Company, the Issuer Summersun Term A Loans and the Guarantors Summersun Term B Loans will take, and will cause its respective Subsidiaries be used to take, upon request of the Trustee and the Security Trustee, any and all actions reasonably required to cause the Security Documents and the Group Intercreditor Deed (as applicable) to create and maintain, as security for the Obligations of the Issuer and the Guarantors hereunder, a valid and enforceable perfected Lien in and on the relevant Collateral in favor of the Trustee or the Security Trustee, as the case may beso discharge such Indebtedness.